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Form 4 Utz Brands, Inc. For: Nov 30 Filed by: DEROMEDI ROGER K

December 2, 2022 8:28 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
DEROMEDI ROGER K
(Last) (First) (Middle)
C/O UTZ BRANDS, INC.
900 HIGH STREET
(Street)
HANOVER PA 17331
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Utz Brands, Inc. [ UTZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/30/2022   S (1)   5,775 D $ 19.0186 (2) 3,272,213 I See Footnote (3)
Class A Common Stock 12/01/2022   S (1)   400 D $ 19.075 (4) 3,271,813 I See Footnote (3)
Class A Common Stock 12/02/2022   G (5)   109,478 D $ 0 840,522 I See Footnote (6)
Class A Common Stock 12/02/2022   G (5)   109,478 A $ 0 3,381,291 I See Footnote (3)
Class A Common Stock               10,943 D  
Class A Common Stock               360,000 I See Footnote (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. This sale was effected pursuant to a rule 10b5-1 Trading Plan adopted by the Reporting Person on 11/12/2022.
2. The price reported in this box in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $19.00 to $19.045. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
3. The securities are held by the Roger K. Deromedi Revocable Trust 2/11/2000 Amended and Restated 11/09/2011 (The "Revocable Trust"). The Reporting Person holds voting and dispositive power over the Revocable Trust.
4. The price reported in this box in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $19.05 to $19.09. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
5. This transaction involves a gift of securities by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust date 11/01/2021 to the Roger K. Deromedi Revocable Trust dated 11/02/2000 Amended and Restated 11/09/2011 that was exempt under Rule 16a-13.
6. The securities are held by the Roger K. Deromedi Irrevocable Grantor Retained Annuity Trust (the "Grantor Annuity Trust"). The reporting Person holds voting and dispositive power over the Grantor Annuity Trust.
7. The securities are held by the Roger K. Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E. Deromedi, Trustee, FBO Sandra E. Deromedi (the "Irrevocable Trust"). To the extent permitted under applicable law, the Reporting Person disclaims beneficial ownership of the shares held by the Irrevocable Trust. The Reporting Person's spouse holds voting and dispositive power over the Irrevocable Trust.
/s/ Jeremiah G. Garvey, as Attorney-in-Fact for Roger K. Deromedi 12/02/2022
** 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.

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