Statement of Changes in Beneficial Ownership (4)
February 02 2023 - 5:52PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Sponaugle James |
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc.
[
UTZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief People Officer |
(Last)
(First)
(Middle)
C/O UTZ BRANDS, INC., 900 HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2023 |
(Street)
HANOVER, PA 17331
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 1/31/2023 | | A | | 7755 (1)(2) | A | $0 | 33821 | D | |
Class A Common Stock | 1/31/2023 | | A | | 861 (3) | A | $0 | 34682 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Each of the shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan"), made pursuant to Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(2) | The restricted stock units vest under the following schedule: Subject to the terms of the restricted stock unit award agreement, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2023, 33.33% of the shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2024, and 33.34% shares of Issuer's Class A Common Stock subject to the restricted stock units vest on December 31, 2025, subject to the reporting person's Continuous Service (as defined in the Plan) to the Company through such dates and subject to certain conditions detailed in the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan. |
(3) | Represents shares issued upon vesting of performance share unit awards, as approved on January 31, 2023 by the Compensation Committee of the Board of Directors of the Issuer. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sponaugle James C/O UTZ BRANDS, INC. 900 HIGH STREET HANOVER, PA 17331 |
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| EVP & Chief People Officer |
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Signatures
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/s/ Jeremiah G. Garvey, as attorney-in-fact for James Sponaugle | | 2/2/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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