Sec Form 4 Filing - Jensen Kirk A. @ Sovos Brands, Inc. - 2024-03-12

Insider filing report for Changes in Beneficial Ownership
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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
Jensen Kirk A.
2. Issuer Name and Ticker or Trading Symbol
Sovos Brands, Inc. [ SOVO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF OPERATING OFFICER
(Last) (First) (Middle)
C/O SOVOS BRANDS, INC., 168 CENTENNIAL PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2024
(Street)
LOUISVILLE, CO80027
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
Common Stock 03/12/2024 A 85,596 ( 1 ) A $ 0 408,910 D
Common Stock 03/12/2024 D 11,504 ( 2 ) D 397,406 D
Common Stock 03/12/2024 D 242,116 ( 2 ) D 155,290 D
Common Stock 03/12/2024 D 155,290 ( 2 ) D 0 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)
(In str. 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jensen Kirk A.
C/O SOVOS BRANDS, INC.
168 CENTENNIAL PARKWAY, SUITE 200
LOUISVILLE, CO80027
CHIEF OPERATING OFFICER
Signatures
/s/ Isobel A. Jones, Attorney-in-Fact 03/14/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents relative total shareholder return (rTSR) performance-based restricted stock units for which performance achievement was certified in connection with the Merger as defined in footnote 2. Numbers reported reflect such certified performance.
( 2 )Disposed of in connection with the acquisition of the Issuer (the "Merger") by Campbell Soup Company ("Campbell's") pursuant to the Agreement and Plan of Merger, dated August 7, 2023 (the "Merger Agreement"), among Campbell's, Premium Products Merger Sub, Inc., and the Issuer.
( 3 )(2)Shares of Issuer restricted common stock were forfeited pursuant to the terms of the applicable award agreements.
( 4 )Shares of the Issuer common stock were cancelled and converted into the right to receive an amount in cash of $23.00 per share pursuant to the Merger Agreement.
( 5 )Restricted stock units and certified rTSR performance-based restricted stock units previously granted to the Reporting Person by the Issuer were cancelled and converted into Campbell's restricted stock units in respect of Campbell's common stock at an exchange ratio of 0.5374 with the same vesting terms as the original grant pursuant to the Merger Agreement.

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).

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