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

Role: EVP/Chief Supply Chain Officer
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.