Utz Brands (UTZ) Form 4 Utz Brands / Cary Devore ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Devore Cary

(Last) (First) (Middle)

C/O UTZ BRANDS, INC.

900 HIGH STREET

(Street)

HANOVER PA 17331

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Unit	08/28/2020		A		14,557(1)(2)	A	(1)	14,557	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit and tax-offset right	(3)	08/28/2020		A		119,454(4)		(2)	(3)	Class A Common Stock	119,454	$0	119,454	D
Stock Option (Right to Buy)	$16.34	08/29/2020		A		37,301(5)		(6)	08/28/2030	Class A Common Stock	37,301	$0	37,301	D

Explanation of Responses:

1. The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award agreement under Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Subject to the forfeiture conditions set forth in an agreement with the Issuer, the restricted stock units are fully vested on the date of issuance. Vested shares of Class A Common Stock will be delivered to the reporting person no later than 30 days following a distribution event, which occurs upon the earlier of a change in control of Utz Quality Foods, LLC and December 31, 2021.

3. Each restricted unit represents a contingent right to receive one share of Utz Brands, Inc. Class A Common Stock under the Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Plan, and which is accompanied by a tax-offset right.

4. The accompanying tax-offset right entitles the reporting person to receive, upon settlement of the restricted stock unit, a payment in cash or shares of Class A Common Stock having a fair market value equal to the difference between the amount of local, state and federal taxes (taking into account income and payroll taxes) with respect to the reporting person's receipt of the shares of Class A Common Stock underlying the restricted stock unit and the amount to which the reporting person would have been paid if the shares of Class A Common Stock underlying the restricted stock unit received capital gains treatment rather than ordinary income tax treatment in connection with the event.

5. Represents stock options granted pursuant to the Plan.

6. The shares subject to the stock option vest and become exercisable under the following schedule, subject to the earlier filing of a Registration Statement on Form S-8 with the Securities and Exchange Commission: 50% of the shares subject to the stock option vest and become exercisable on December 31, 2022 and 50% of the shares subject to the stock option vest and become exercisable on December 31, 2023, subject to the reporting person's continuous employment through such dates and subject to certain conditions as detailed in the Plan.

	/s/ Jeremiah G. Garvey as attorney-in-fact for Cary Devore	09/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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