Utz Brands, Inc. — Regulatory Filings 2020

Dec 22, 2020

424B3 1 a424b3supplementno3122220.htm 424B3 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2020 Workiva Document

Filed Pursuant to Rule 424(B)(3) and 424(C)

File No. 333-248954

Utz Brands, Inc.

SUPPLEMENT NO. 3 TO

PROSPECTUS DATED OCTOBER 12, 2020

THE DATE OF THIS SUPPLEMENT IS DECEMBER 22, 2020

This prospectus supplement (this “Supplement No. 3”) is part of the prospectus of Utz Brands, Inc. (the “Company”), dated October 12, 2020 (as amended or supplemented, the “Prospectus”). This Supplement No. 3 supplements, modifies or supersedes certain information contained in the Prospectus. Any statement in the Prospectus that is modified or superseded is not deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement No. 3. Except to the extent that the information in this Supplement No. 3 modifies or supersedes the information contained in the Prospectus, this Supplement No. 3 should be read, and will be delivered, with the Prospectus. This Supplement No. 3 is not complete without, and may not be utilized except in connection with, the Prospectus.

The purpose of this Supplement No. 3 is to update and supplement the information contained in the section of the Prospectus entitled “Selling Holders.”

Investing in our securities involves risks. See “Risk Factors” beginning on page 29 of the Prospectus to read about factors you should consider before buying our Class A Common Stock and Warrants.

We are an “emerging growth company” as defined under the federal securities laws and, as such, we intend to comply with reduced disclosure and regulatory requirements.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this Supplement No. 3 or the Prospectus. Any representation to the contrary is a criminal offense.

SELLING HOLDERS

The information in the table appearing under the heading “ Selling Holders ― Shares of Class A Common Stock ” in the Prospectus is supplemented and amended by the following information, which includes information with respect to Selling Holders not previously listed in the Prospectus and supersedes information with respect to the Selling Holders listed below as of the date of this Supplement No. 3. The following updated information supplements the information in such table, is based solely upon information provided to us by the Selling Holders and is accurate, to the best of our knowledge, as of December 22, 2020.

Name of Selling Holder	Beneficial Ownership Before the Offering — Number of Shares	%(1)	Shares to be Sold in the Offering — Number of Shares	%(1)	Beneficial Ownership After the Offering — Number of Shares	%(1)
Jason K. Giordano(2)(3)	5,602,934	9.1	5,602,934	9.1	—	—
Antonio Fernandez (4)	178,333	*	178,333	*	—	—

(1)	Based upon 59,371,175 shares of Class A Common Stock outstanding as of November 3, 2020.
(2)	Represents 3,682,934 shares of Class A Common Stock (including 766,067 shares of Class A Common Stock held jointly with his spouse) and Private Placement Warrants to acquire up to 1,920,000 shares of Class A Common Stock. Mr. Giordano serves as a member of the Company Board and served as Co-Executive Chairman of Collier Creek until the Closing of the Business Combination.
(3)	Does not include any indirect interest in securities held by CC Collier Holdings, LLC.
(4)	Represents 178,333 shares of Class A Common Stock. Mr. Fernandez is a member of the Company Board.

In addition the information in the table appearing under the heading “ Selling Holders ― Warrants ” in the Prospectus is supplemented and amended by the following information, which includes information with respect to Selling Holders not previously listed in the Prospectus and supersedes information with respect to the Selling Holders listed below as of the date of this Supplement No. 3. The following updated information supplements the information in such table, is based solely upon information provided to us by the Selling Holders and is accurate, to the best of our knowledge, as of December 22, 2020.

Name of Selling Holder	Beneficial Ownership Before the Offering — Number of Shares	%(1)	Shares to be Sold in the Offering — Number of Shares	%(1)	Beneficial Ownership After the Offering — Number of Shares	%(1)
Jason K. Giordano(2)(3)	1,920,000	8.3	1,920,000	8.3	—	—
Antonio Fernandez(4)	—	—	—	—	—	—

(1)	Based upon 23,033,332 Warrants outstanding as of September 27, 2020.
(2)	Represents Private Placement Warrants to acquire up to 1,920,000 shares of Class A Common Stock. Mr. Giordano serves as a member of the Company Board and served as Co-Executive Chairman of Collier Creek until the Closing of the Business Combination.
(3)	Does not include any indirect interest in securities held by CC Collier Holdings, LLC.
(4)	Mr. Fernandez is a member of the Company Board.