Sec Form 13G Filing - DEROMEDI ROGER K filing for Utz Brands Inc. (UTZ) - 2024-02-13

 

 

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

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 3)*

 

 

Utz Brands, Inc.
(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

918090101
(CUSIP Number)

 

December 31, 2023
(Date of Event Which Requires Filing of this Statement)

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

¨       Rule 13d-1(b)

 

¨       Rule 13d-1(c)

 

x       Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.	Names of Reporting Persons   Roger K. Deromedi
2.	Check The Appropriate Box if a Member of a Group (See Instructions)   (a) ¨         (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power   6,983,559
		6.	Shared Voting Power   0
		7.	Sole Dispositive Power   6,983,559
		8.	Shared Dispositive Power   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   6,983,559(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented By Amount in Row (9)   8.36%(2)
12.	Type of Reporting Person (See Instructions)   IN

 

(1) Represents (i) 4,583,559 shares of Class A common stock and (ii) 2,400,000 warrants to purchase shares of Class A common stock (“Warrants”).

 

(2) Calculated based on (i) 81,141,417 shares of Class A common stock, par value $0.0001 per share outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 9, 2023, and (ii) 2,400,000 shares of Class A common stock issuable in connection with the exercise of the Warrants.

 

 

Item 1(a).

Name of Issuer

 

Utz Brands, Inc. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

900 High Street

Hanover, PA 17331

 

Item 2(a).

Names of Persons Filing

 

This statement is filed by Roger K. Deromedi, referred to herein as the “Reporting Person.”

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence

 

C/O Utz Brands, Inc.

900 High Street

Hanover, PA 17331

 

Item 2(c).

Citizenship

 

See response to Item 4 on the cover page.

 

Item 2(d).

Title of Class of Securities

 

Class A Common Stock par value $0.0001 per share ("Class A Common Stock")

 

Item 2(e).

CUSIP Number

 

918090101

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

 

Not Applicable

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

See response to Item 9 on the cover page.

 

(b)           Percent of Class:

See response to Item 11 on the cover page.

 

(c)           Number of shares as to which the Reporting Person has:

 

(i)            Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

 

(ii)           Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

 

(iii)         Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

 

(iv)          Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

 

 

The Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/9/2011 (the “Revocable Trust”) directly holds 5,962,150 shares of the reported securities in respect of (i) 3,562,150 shares of Class A Common Stock and (ii) 2,400,000 Warrants, representing approximately 7.14% of the issued and outstanding shares of the Class A Common Stock. This percentage of ownership is based on 81,141,417 shares of Class A Common Stock outstanding as of November 6, 2023, as reported on the Issuer’s Form 10-Q, filed on November 9, 2023, plus 2,400,000 shares of Class A Common Stock issuable in connection with the exercise of the Warrants (the “Calculation Method”).

 

Of the remaining 1,021,409 shares of Class A Common Stock (i) 650,466 are directly held by Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (the “Grantor Annuity Trust”), representing approximately 0.78% of the outstanding shares of the Class A Common Stock using the Calculation Method (ii) 10,943 are directly held by Mr. Deromedi, representing approximately 0.01% of the outstanding shares of the Class A Common Stock using the Calculation Method and (iii) 360,000 are directly held by Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the “Irrevocable Trust”) representing approximately 0.43% of the outstanding shares of the Class A Common Stock using the Calculation Method. The Reporting Person holds voting and dispositive power over the Revocable Trust and the Grantor Annuity Trust and therefore may be deemed to be the beneficial owner of those aforementioned securities. The Reporting Person’s spouse holds voting and dispositive power over the Irrevocable Trust and therefore Mr. Deromedi disclaims beneficial ownership of the shares held by the Irrevocable Trust. 

 

The filing of this Statement shall not be construed as an admission that the Reporting Person, his spouse or any of the entities mentioned herein, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2024
	By:	/s/ Roger K. Deromedi
	Roger K. Deromedi