Lisa Y. O'Driscoll Form 4 Sovos Brands / Lisa Y. O'Driscoll 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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X

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^*

O'Driscoll Lisa Y.

(Last) (First) (Middle)

C/O SOVOS BRANDS, INC.

168 CENTENNIAL PARKWAY, SUITE 200

(Street)

LOUISVILLE CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sovos Brands, Inc. [ SOVO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024

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
Common Stock	03/12/2024		A		57,832(1)	A	$0	243,643	D
Common Stock	03/12/2024		D		9,911(2)	D	(3)	233,732	D
Common Stock	03/12/2024		D		128,839(2)	D	(4)	104,893	D
Common Stock	03/12/2024		D		104,893(2)	D	(5)	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

Explanation of Responses:

1. Represents relative total shareholder return (rTSR) performance-based restricted stock units for which performance achievement was certified in connection with the Merger as defined in footnote 2. Numbers reported reflect such certified performance.

2. Disposed of in connection with the acquisition of the Issuer (the "Merger") by Campbell Soup Company ("Campbell's") pursuant to the Agreement and Plan of Merger, dated August 7, 2023 (the "Merger Agreement"), among Campbell's, Premium Products Merger Sub, Inc., and the Issuer.

3. Shares of Issuer restricted common stock were forfeited pursuant to the terms of the applicable award agreements.

4. Shares of the Issuer common stock were cancelled and converted into the right to receive an amount in cash of $23.00 per share pursuant to the Merger Agreement.

5. Restricted stock units and certified rTSR performance-based restricted stock units previously granted to the Reporting Person by the Issuer were cancelled and converted into Campbell's restricted stock units in respect of Campbell's common stock at an exchange ratio of 0.5374 with the same vesting terms as the original grant pursuant to the Merger Agreement.

	/s/ Isobel A. Jones, Attorney-in-Fact	03/14/2024
	** 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).
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