Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Utz Brands, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
918090101 (CUSIP Number) |
09/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 918090101 |
| 1 | Names of Reporting Persons
Roger K. Deromedi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,772,885.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported percentage is calculated based upon 86,201,901 shares of Class A Common Stock ("Class A Shares") outstanding as of July 28, 2025, as reported on the Issuer's Form 10-Q filed with the Securities & Exchange Commision ("SEC") on July 31, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Utz Brands, Inc. | |
| (b) | Address of issuer's principal executive offices:
900 High Street, Hanover, PA 17331 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Roger K. Deromedi, referred to herein as "Mr. Deromedi" and the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
C/O Utz Brands, Inc. 900 High Street Hanover, PA 17331 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
918090101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. The reported percentage is calculated based upon 86,201,901 Class A Shares outstanding as of July 28, 2025, as reported on the Issuer's Form 10-Q filed with the SEC on July 31, 2025. Of the Class A Shares included in this Statement, (i) 2,516,736 are directly held by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/9/2011 (the "Revocable Trust"), (ii) 461,401 are directly held by Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT"), (iii) 25,379 are directly held by Mr. Deromedi, (iv) 360,000 are directly held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"), (v) 409,369 are directly held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1") and (vi) 1,000,000 are directly held by Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"). The Reporting Person holds voting and dispositive power over the Revocable Trust, the 2021 GRAT, the 2024 GRAT 1 and the 2024 GRAT 2, 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. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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