Utz Brands, Inc. — Director's Dealing 2022

Jan 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Utz Brands, Inc. (UTZ)
CIK: 0001739566
Period of Report: 2022-01-03

Reporting Person: Devore Cary (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-31	Class A Common Stock	A	522	$14.355	Acquired	15691	Direct
2022-01-03	Class A Common Stock	M	150081	—	Acquired	165772	Direct
2022-01-03	Class A Common Stock	F	65194	$15.95	Disposed	100578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-03	Restricted Stock Unit and Tax-Offset Right	$	M	119454	Disposed		Class A Common Stock (150081.0)	Direct

Footnotes

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).

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.

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.

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.

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.