Utz Brands (UTZ) Form 4 Change in insider ownership

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^*

Series U of UM Partners, LLC

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2020

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
Class A Common Stock(1)	12/22/2020		C(2)		765,000	A	$0(2)	765,000	D
Class V Common Stock(1)	12/22/2020		J(2)		765,000(3)	D	$0(2)	51,296,650	D
Class A Common Stock(1)	12/23/2020		G		765,000	D	$0	0	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
Company Common Units(1)	(4)	12/22/2020		C(2)			765,000	(4)	(4)	Class A Common Stock	765,000	$0(2)	51,296,650	D

Explanation of Responses:

1. These securities are solely owned by Series U of UM Partners, LLC, who is a member of a "group" with Series R of UM Partners, LLC for purposes of Section 13(d) of the Exchange Act.

2. Reflects an exchange of Common Company Units together with the surrender and cancellation of the same number of Class V Common Stock for an equal number of shares of Class A Common Stock, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Utz Brands Holdings, LLC (the "LLC Agreement"). Transactions are exempt from Section 16(b) in reliance on Rule 16b-6(b).

3. These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock is entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Common Stock held at the time of such vote.

4. These Common Company Units represent non-voting limited liability company interest of Utz Bands, Inc. pursuant to the terms of the LLC Agreement. Subject to certain exceptions, beginning on the earlier of August 28, 2021 or such earlier time as the lock-up period set forth in an agreement between the Issuer and the Reporting Persons ends, these units may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis pursuant to certain limitations set forth in the LLC Agreement.

Remarks:

	/s/ Gene Otto, Vice President of Series U of UM Partners, LLC	12/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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