Utz Brands (UTZ) Form 4 Utz Brands / ROGER K DEROMEDI 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^*

DEROMEDI ROGER K

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2020

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	12/14/2020		G(1)	V	360,000	D	$0	4,050,333	I	See Footnote(2)
Class A Common Stock	12/14/2020		G(1)	V	360,000	A	$0	360,000	I	See Footnote(3)
Class A Common Stock	12/23/2020		X(4)		193,333	A	$11.5	4,243,666	I	See Footnote(2)

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
Warrants to purchase Class A Common Stock	$11.5	12/23/2020		X(4)			193,333	(5)	(5)	Class A Common Stock	193,333	$0(5)	2,400,000	I	See Footnote(2)

Explanation of Responses:

1. This transaction involved a gift of securities by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/9/2011 (the "Revocable Trust") to the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.

2. The securities are held by the Revocable Trust. The Reporting Person holds voting and dispositive power over the Revocable Trust.

3. The securities are held by the Irrevocable Trust. To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.

4. On December 23, 2020, the reporting person exercised warrants to purchase a total of 193,333 shares of the Issuer's common stock at $11.50 per share.

5. The warrants are exercisable at any time and expire on August 28, 2025 or earlier upon redemption or the liquidation of the Issuer.

Remarks:

	/s/ Jeremiah G. Garvey, by power of attorney	01/19/2021
	** 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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