Thomas A. Lawrence - Jan 3, 2022 Form 4 Insider Report for Utz Brands, Inc. (UTZ)

Signature
/s/ Jeremiah G. Garvey, as attorney-in-fact for Thomas A. Lawrence
Stock symbol
UTZ
Transactions as of
Jan 3, 2022
Transactions value $
-$1,098,764
Form type
4
Date filed
1/5/2022, 08:31 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UTZ Class A Common Stock Options Exercise +156K 156K Jan 3, 2022 Direct F1
transaction UTZ Class A Common Stock Tax liability -$1.1M -68.9K -44.22% $15.95 86.9K Jan 3, 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UTZ Restricted Stock Unit and Tax-Offset Right Options Exercise $0 -119K -100% $0.00* 0 Jan 3, 2022 Class A Common Stock 156K Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Represents shares withheld for payment of tax liability arising as a result of the settlement of 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.
F3 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.
F4 Each restricted stock 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.