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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award agreement under Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.|
( 2 )Subject to the forfeiture conditions set forth in an agreement with the Issuer, the restricted stock units are fully vested on the date of issuance. Vested shares of Class A Common Stock will be delivered to the reporting person no later than 30 days following a distribution event, which occurs upon the earlier of a change in control of Utz Quality Foods, LLC and December 31, 2021.
( 3 )Each restricted unit represents a contingent right to receive one share of Utz Brands, Inc. Class A Common Stock under the Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Plan, and which is accompanied by a tax-offset right.
( 4 )The accompanying tax-offset right entitles the reporting person to receive, upon settlement of the restricted stock unit, a payment in cash or shares of Class A Common Stock having a fair market value equal to the difference between the amount of local, state and federal taxes (taking into account income and payroll taxes) with respect to the reporting person's receipt of the shares of Class A Common Stock underlying the restricted stock unit and the amount to which the reporting person would have been paid if the shares of Class A Common Stock underlying the restricted stock unit received capital gains treatment rather than ordinary income tax treatment in connection with the event.
( 5 )Represents stock options granted pursuant to the Plan.
( 6 )The shares subject to the stock option vest and become exercisable under the following schedule, subject to the earlier filing of a Registration Statement on Form S-8 with the Securities and Exchange Commission: 50% of the shares subject to the stock option vest and become exercisable on December 31, 2022 and 50% of the shares subject to the stock option vest and become exercisable on December 31, 2023, subject to the reporting person's continuous employment through such dates and subject to certain conditions as detailed in the Plan.
|* 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).|