FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A common stock | 08/28/2020 | J(1) | 45,000 | A | (1) | 45,000 | D | |||
Class A common stock | 08/28/2020 | A | 100,000 | A | $10(2) | 145,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B ordinary shares | (1) | 08/28/2020 | J(1) | 45,000 | (1) | (1) | Class A ordinary shares | 45,000 | (1) | 0 | D | ||||
Warrants to purchase Class A common stock | $11.5 | 08/28/2020 | A(2) | 33,333 | (2) | (2) | Class A common stock | 33,333 | (2) | 33,333 | D |
Explanation of Responses: |
1. In connection with the Business Combination Agreement, dated June 5, 2020, by and among Collier Creek Holdings ("CCH"), Utz Brands Holdings, LLC ("Utz Brands Holdings"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), CCH domesticated as a Delaware corporation (the "Domestication") and changed its name to "Utz Brands, Inc." ("Utz"). In connection with the Domestication, the Reporting Person's Class B ordinary shares, par value $0.0001 per share, of CCH, which were previously convertible into Class A ordinary shares of CCH, were automatically converted into shares of Class A common stock of Utz, par value $0.0001 per share, on a one-for-one basis. |
2. Pursuant to the Forward Purchase Agreement, dated as of September 7, 2018, by and between CCH and the Reporting Person, the Reporting Person agreed to purchase, on a private placement basis upon the consummation of the Business Combination, certain Class A ordinary shares (automatically converted to Class A common stock pursuant to the Domestication) (the "Forward Purchase Shares") and warrants to purchase Class A ordinary shares, which automatically became exercisable for Class A common stock pursuant to the Domestication (the "Forward Purchase Warrants") for a combined price of $10.00 per Forward Purchase Share purchased. The Forward Purchase Warrants will become exercisable on September 27, 2020 and will expire on August 28, 2025 or earlier upon redemption or the liquidation of Utz, as described in the Warrant Agreement (filed as Exhibit 4.4 to CCH's registration statement on Form S-1 (File No. 333-227295)). |
Remarks: |
Exhibit 24.1 Power of Attorney |
/s/ Jason K. Giordano, Attorney-in-Fact | 09/01/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |