Utz Brands Inc.

04/28/2025 | Press release | Distributed by Public on 04/28/2025 16:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEROMEDI ROGER K
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [UTZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O UTZ BRANDS, INC., 900 HIGH STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2025
(Street)
HANOVER, PA 17331
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Class A Common Stock 04/24/2025 A 9,673(1)(2) A $ 0 35,052 D
Class A Common Stock 409,369(3) I See Footnote(4)
Class A Common Stock 360,000 I See Footnote(5)
Class A Common Stock 461,401(6) I See Footnote(7)
Class A Common Stock 2,095,389(3)(6)(8) I See Footnote(9)
Class A Common Stock 1,000,000(8) I See Footnote(10)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEROMEDI ROGER K
C/O UTZ BRANDS, INC.
900 HIGH STREET
HANOVER, PA 17331
X

Signatures

/s/ Theresa R. Shea, as attorney-in-fact for Roger K. Deromedi 04/28/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award under the Utz Brands, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(2) The restricted stock units vest under the following schedule: subject to the terms of the restricted stock unit award agreement, 100% of the shares subject to the restricted stock units vest on April 24, 2026, subject to the reporting person's continuous service to the Company through such dates and subject to certain conditions detailed in the Plan.
(3) Reflects a prior transfer of 590,631 shares of the Issuer's Class A Common Stock from the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 2/22/2024 (the "2024 GRAT 1") to the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/09/2011 (the "Revocable Trust"), that was exempt under Rule 16a-13.
(4) The securities are held by the 2024 GRAT 1 The Reporting Person holds voting and dispositive power over the 2024 GRAT 1.
(5) The securities are 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"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.
(6) Reflects a prior transfer of 189,065 shares of the Issuer's Class A Common Stock from the Grantor Retained Annuity Trust dated 11/01/2021 (the "2021 GRAT") to the Revocable Trust, that was exempt under Rule 16a-13.
(7) The securities are held by the 2021 GRAT. The Reporting Person holds voting and dispositive power over the 2021 GRAT.
(8) Reflects a prior transfer of 1,000,000 shares of the Issuer's Class A Common Stock by the Revocable Trust to the Roger K Deromedi Irrevocable Grantor Retained Annuity Trust (GRAT) u/a/d 11/19/2024 (the "2024 GRAT 2"), that was exempt under Rule 16a-13.
(9) The securities are held by the Revocable Trust. The Reporting Person holds voting and dispositive power over the Revocable Trust.
(10) The securities are held by the 2024 GRAT 2. The Reporting Person holds voting and dispositive power over the 2024 GRAT 2.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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