Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Utz Brands, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
918090101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Jason K. Giordano
| ||
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
| ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States of America
| ||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
5,361,078(1)
| |
| 6. |
Shared Voting Power
0
| ||
| 7. |
Sole Dispositive Power
5,361,078 (1)
| ||
| 8. |
Shared Dispositive Power
0
| ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,361,078(1)
| ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. |
Percent of Class Represented By Amount in Row (9)
6.26%(2)
| ||
| 12. |
Type of Reporting Person (See Instructions)
IN
| ||
(1) Represents (i) 3,441,078 shares of Class A common stock (“Class A Shares”) and (ii) 1,920,000 warrants to purchase shares of Class A common stock (“Warrants”).
(2) Calculated based on (i) 80,812,835 Class A Shares outstanding as of November 7, 2022 as reported on the Issuer’s Form 10-Q, filed on November 10, 2022 and (ii) 4,800,000 Class A Shares issuable in connection with the exercise of the 1,920,000 Warrants held by Jason K. Giordano and 2,880,000 Warrants reported by Chinh E. Chu.
| 1. |
Names of Reporting Persons
Chinh E. Chu
| ||
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
| ||
| 3. | SEC Use Only | ||
| 4. |
Citizenship or Place of Organization
United States of America
| ||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. |
Sole Voting Power
8,028,380(1)
| |
| 6. |
Shared Voting Power
0
| ||
| 7. |
Sole Dispositive Power
8,028,380(1)
| ||
| 8. |
Shared Dispositive Power
0
| ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,028,380(1)
| ||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. |
Percent of Class Represented By Amount in Row (9)
9.38%(2)
| ||
| 12. |
Type of Reporting Person (See Instructions)
IN
| ||
(1) Represents (i) 5,148,380 Class A Shares and (ii) 2,880,000 Warrants.
(2) Calculated based on (i) 80,812,835 Class A Shares outstanding as of November 7, 2022 as reported on the Issuer’s Form 10-Q, filed on November 10, 2022 and (ii) 4,800,000 Class A Shares issuable in connection with the exercise of the 1,920,000 Warrants held by Jason K. Giordano and 2,880,000 Warrants reported by Chinh E. Chu.
| Item 1(a). | Name of Issuer |
| Utz Brands, Inc. (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
900 High Street Hanover, PA 17331 | |
| Item 2(a). | Names of Persons Filing |
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
i Jason K. Giordano ii Chinh E. Chu
| |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
|
200 Park Avenue, 58th Floor
New York, NY 10166.
| |
| Item 2(c). | Citizenship |
| See responses to Item 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities |
| Class A Common Stock par value $0.0001 per share | |
| Item 2(e). | CUSIP Number |
| 918090101 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| Not Applicable. |
| Item 4. |
Ownership
(a) Amount beneficially owned:
See responses to Item 9 on each cover page.
(b) Percent of Class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
CC Collier Holdings, LLC (“CC Collier”) directly owns the 5,148,380 Class A Shares and 2,880,000 Warrants reported by Chinh E. Chu. Chinh E. Chu holds voting and dispositive power over CC Collier and therefore may be deemed to have beneficial ownership over the securities directly held by CC Collier.
If the Reporting Persons were deemed to be a Section 13(d) group, such group would hold an aggregate of 8,589,458 Class A Shares and 4,800,000 Warrants, constituting 15.64% of the outstanding Class A Shares. Provided that, the filing of this Statement shall not be construed as an admission that the Reporting Persons or any of the entities mentioned herein are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, acting as a Section 13(d) group or otherwise the beneficial owners of any securities covered by this Statement.
|
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable. | |
| Item 10. | Certification |
| Not Applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 1, 2023 | |
| /s/ Jason K. Giordano | |
| Jason K. Giordano | |
EXHIBIT LIST
Exhibit 99.1 Joint Filing Agreement, dated as of February 11, 2022, by and among Jason K. Giordano, Chinh E. Chu and Collier Creek Partners LLC (incorporated by reference to that certain Exhibit A to that certain Schedule 13G/A filed on February 11, 2022 by the Reporting Persons with the Securities and Exchange Commission).