Sec Form 13G Filing - DEROMEDI ROGER K filing for Utz Brands Inc. (UTZ) - 2023-02-02

Names of Reporting Persons

Roger K. Deromedi

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

Citizenship or Place of Organization

United States of America

Sole Voting Power

6,984,387⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

6,984,387⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

6,984,387⁽¹⁾

Percent of Class Represented By Amount in Row (9)

8.39%⁽²⁾

Type of Reporting Person (See Instructions)

IN

900 High Street

Hanover, PA 17331

C/O Utz Brands, Inc.

900 High Street

Hanover, PA 17331

Ownership

(a)                Amount beneficially owned:

See response to Item 9 on the cover page.

(b)                Percent of Class:

See response to Item 11 on the cover page.

(c)                 Number of shares as to which the Reporting Person has:

(i)            Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii)           Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii)         Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv)          Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

The Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/9/2011 (the “Revocable Trust”) directly holds 5,781,291 shares of the reported securities in respect of (i) 3,381,291 shares of Class A Common Stock and (ii) 2,400,000 Warrants, representing approximately 6.95% of the issued and outstanding shares of the Class A Common Stock. This percentage of ownership is based on 80,812,835 shares of Class A Common Stock outstanding as of November 7, 2022 as reported on the Issuer’s Form 10-Q, filed on November 10, 2022, plus 2,400,000 shares of Class A Common Stock issuable in connection with the exercise of the Warrants (the “Calculation Method”). Of the remaining 1,203,096 shares of Class A Common Stock (i) 840,522 are directly held by Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (the “Grantor Annuity Trust”), representing approximately 1.01% of the outstanding shares of the Class A Common Stock using the Calculation Method (ii) 2,574 are directly held by Mr. Deromedi, representing approximately 0.003% of the outstanding shares of the Class A Common Stock using the Calculation Method and (iii) 360,000 are directly held by Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the “Irrevocable Trust”) representing approximately 0.43% of the outstanding shares of the Class A Common Stock using the Calculation Method. The Reporting Person holds voting and dispositive power over the Revocable Trust and the Grantor Annuity Trust and therefore may be deemed to be the beneficial owner of those aforementioned securities. The Reporting Person’s spouse holds voting and dispositive power over the Irrevocable Trust and therefore Mr. Deromedi disclaims beneficial ownership of the shares held by the Irrevocable Trust.

The filing of this Statement shall not be construed as an admission that the Reporting Person, his spouse or any of the entities mentioned herein, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.