Amended Statement of Beneficial Ownership (sc 13d/a)
March 14 2023 - 3:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Utz Brands, Inc. |
(Name of Issuer) |
Class A Common Stock |
(Title of Class of Securities) |
918090-101 |
(CUSIP Number) |
Gene P. Otto
Series U of UM Partners, LLC
Series R of UM Partners LLC
1861 Santa Barbara Drive
Lancaster, PA 17601
(717) 735-8021
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2023 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
* 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).
CUSIP No. 918090-101
1 |
NAMES OF REPORTING PERSONS |
|
|
Series U of UM Partners, LLC |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
¨ |
|
(b) |
x |
|
|
3 |
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
OO |
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
51,296,6501 |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE POWER |
|
|
51,296,6501 |
|
|
|
|
10 |
SHARED DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
51,296,6501 |
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
36.5%2 |
|
|
|
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
oo |
|
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|
1 Beneficial ownership is as of the date of filing this
Amendment No. 1. Consists of 850,000 shares of Class A Common Stock and 50,446,650 shares of Class V Common Stock.
2 Calculations are based upon a total of 81,012,868 shares
of Class A Common Stock and 59,349,000 shares of Class V Common Stock outstanding as of February 27, 2023 as reported in the Issuer’s
Form 10-K for the fiscal year ended January 1, 2023.
CUSIP No. 918090-101
1 |
NAMES OF REPORTING PERSONS |
|
|
Series R of UM Partners LLC |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
¨ |
|
(b) |
x |
|
|
3 |
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
OO |
|
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
9,052,3503 |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE POWER |
|
|
9,052,3503 |
|
|
|
|
10 |
SHARED DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
9,052,3503 |
|
|
|
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
|
|
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
6.4%4 |
|
|
|
|
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
oo |
|
|
|
|
|
|
|
|
|
|
3 Beneficial ownership is as of the date of filing this
Amendment No. 1. Consists of 150,000 shares of Class A Common Stock and 8,902,350 shares of Class V Common Stock.
4 Calculations are based upon a total of 81,012,868 shares
of Class A Common Stock and 59,349,000 shares of Class V Common Stock outstanding as of February 27, 2023 as reported in the Issuer’s
Form 10-K for the fiscal year ended January 1, 2023.
Item 1. Security and Issuer
This Amendment No. 1 to Schedule
13D (this “Amendment No. 1”) relates to the Class A Common Stock, par value $0.0001 per share (“Class A
Common Stock”) of Utz Brands, Inc., a Delaware corporation (the “Issuer”). The address of the principal
executive office of the Issuer is 900 High Street, Hanover, PA 17331. This Amendment No. 1 is being filed to update certain information
presented in the original Schedule 13D filing.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and
supplemented with the following:
On March 10, 2023, Series
U of UM Partners, LLC (“Series U”) and Series R of UM Partners, LLC (“Series U”) entered into a
10b5-1 sales plan (the “10b5-1 Plan”) pursuant to which Series U may sell up to 442,000 shares of the Issuer’s outstanding
Class A Common Stock through June 7, 2024, subject to certain volume and pricing limits, and Series R may sell up to 78,000 shares of
the Issuer’s outstanding Class A Common Stock through June 7, 2024, subject to certain volume and pricing limits. The amount and
timing of any sales, if any, may vary and will be based on market conditions, share price and other factors. The program does not require
Series U or Series R to sell any specific number of shares of Class A Common Stock or any at all, and may be modified, suspended or terminated
at any time without notice.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D
is hereby amended and supplemented with the following:
The information set forth
in Item 4 of this Amendment No. 1 is incorporated by reference in its entirety into this Item 6.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended
by adding the following exhibits:
| Exhibit
G | Rule
10b5-1 Plan. |
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: March 14, 2023
|
SERIES R OF UM PARTNERS LLC |
|
|
|
|
By: |
/s/ Gene P. Otto |
|
Name: |
Gene P. Otto |
|
Title: |
Vice President |
|
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SERIES U OF UM PARTNERS, LLC |
|
|
|
|
By: |
/s/ Gene P. Otto |
|
Name: |
Gene P. Otto |
|
Title: |
Vice President |
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