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Sec Form 4 Filing - Devore Cary @ Utz Brands Inc. - 2020-08-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person *
Devore Cary
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last)
(First)
(Middle)
C/O UTZ BRANDS, INC., 900 HIGH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2020
(Street)
HANOVER, PA17331
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Restricted Stock Unit 08/28/2020 A 14,557 ( 1 ) ( 2 ) A 14,557 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Unit and tax-offset right ( 3 ) 08/28/2020 A 119,454 ( 4 ) ( 2 ) ( 3 ) Class A Common Stock 119,454 $ 0 119,454 D
Stock Option (Right to Buy) $ 16.34 08/29/2020 A 37,301 ( 5 ) ( 6 ) 08/28/2030 Class A Common Stock 37,301 $ 0 37,301 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Devore Cary
C/O UTZ BRANDS, INC.
900 HIGH STREET
HANOVER, PA17331
EVP & CFO
Signatures
/s/ Jeremiah G. Garvey as attorney-in-fact for Cary Devore 09/01/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 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.

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 Number.