Utz Brands, Inc. — Director's Dealing 2020

Sep 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Utz Brands, Inc. (UTZ)
CIK: 0001739566
Period of Report: 2020-08-28

Reporting Person: Devore Cary (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-28	Restricted Stock Unit	A	14557	—	Acquired	14557	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-28	Restricted Stock Unit and tax-offset right	$	A	119454	Acquired		Class A Common Stock (119454)	Direct
2020-08-29	Stock Option (Right to Buy)	$16.34	A	37301	Acquired	2030-08-28	Class A Common Stock (37301)	Direct

Footnotes

F1: The shares of Issuer's Class A Common Stock are subject to a restricted stock unit award agreement under Utz Quality Foods, LLC 2020 Long-Term Incentive Plan, a sub-plan to the Issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F2: 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.

F3: 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 Plan, and which is accompanied by a tax-offset right.

F4: The accompanying tax-offset right entitles the reporting person to receive, upon settlement of the restricted stock unit, a payment in cash or shares of Class A Common Stock having 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 restricted stock unit and the amount to which the reporting person would have been paid if the shares of Class A Common Stock underlying the restricted stock unit received capital gains treatment rather than ordinary income tax treatment in connection with the event.

F5: Represents stock options granted pursuant to the Plan.

F6: The shares subject to the stock option vest and become exercisable under the following schedule, subject to the earlier filing of a Registration Statement on Form S-8 with the Securities and Exchange Commission: 50% of the shares subject to the stock option vest and become exercisable on December 31, 2022 and 50% of the shares subject to the stock option vest and become exercisable on December 31, 2023, subject to the reporting person's continuous employment through such dates and subject to certain conditions as detailed in the Plan.