Cary Devore - 03 Jan 2022 Form 4 Insider Report for Utz Brands, Inc. (UTZ)

Reporting relationship: EVP & COO
Issuer ticker: UTZ
Reported as of: 03 Jan 2022
Net transaction value: -$1,032,351
SEC form: 4
Accepted by SEC: 05 Jan 2022, 20:31:23 UTC
Prior SEC filing: 23 Jul 2021
Next SEC filing: 01 Feb 2022
Source filing: View source filing
Reporting owner signature: /s/ Jeremiah G. Garvey as attorney-in-fact for Cary Devore

Key filing fact

Cary Devore filed Form 4 for Utz Brands, Inc. (UTZ) on 05 Jan 2022.

Key facts

This page summarizes Cary Devore's Form 4 filing for Utz Brands, Inc. (UTZ).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 05 Jan 2022, 20:31.

Change

Previous filing in this sequence was filed on 23 Jul 2021.
Current net transaction value: -$1,032,351.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

UTZ transaction

Class A Common Stock

Award

Transaction value: $7,493
Shares: +522
Change %: +3.4%
Price: $14.36
Shares after: 15,691
Date: 31 Dec 2021
Ownership: Direct
Footnotes: F1

UTZ transaction

Class A Common Stock

Options Exercise

Transaction value
Shares: +150,081
Change %: +956%
Price
Shares after: 165,772
Date: 03 Jan 2022
Ownership: Direct
Footnotes: F2

UTZ transaction

Class A Common Stock

Tax liability

Transaction value: $1,039,844
Shares: -65,194
Change %: -39%
Price: $15.95
Shares after: 100,578
Date: 03 Jan 2022
Ownership: Direct
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

UTZ transaction Derivative

Restricted Stock Unit and Tax-Offset Right

Options Exercise

Transaction value: $0
Shares: -119,454
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 03 Jan 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 150,081
Exercise price
Footnotes: F2, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

The shares of Issuer's Class A Common Stock were acquired on December 31, 2021 pursuant to the Utz Brands, Inc. 2021 Employee Stock Purchase Plan. The acquisition of these shares of Class A Common Stock was exempt under Rule 16b-3(c) and Rule 16b-3(d).

Footnote F2

Each restricted unit (an "RSU") that converted into shares of Class A Common Stock of Issuer, represented a contingent right to receive one share of Issuer's Class A Common Stock under the Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Issuer's 2020 Omnibus Equity Incentive Plan, and which is accompanied by a tax-offset right. The tax-offset right entitled the reporting person to receive, upon settlement of the RSU, a payment in cash or shares of Class A Common Stock with 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 RSU and the amount to which the reporting person would have been paid if the shares of Class A Common Stock underlying the RSU received capital gains treatment rather than ordinary income tax treatment in connection with the event.

Footnote F3

Represents shares withheld for payment of tax liability arising as a result of the settlement of a restricted stock unit award and a restricted stock unit and tax-offset right originally reported by the reporting person in a Form 4 filed with the Commission on September 1, 2020.

Footnote F4

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.

Footnote F5

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 Issuer's 2020 Omnibus Equity Incentive Plan, and which is accompanied by a tax-offset right.