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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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Utz Brands, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
918090101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 918090101 |
| 1 | Names of Reporting Persons
Jason K. Giordano | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,376,463.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent (i) 3,456,463 shares of Class A common stock ("Class A Shares") (including 709,647 Class A Shares held jointly with his spouse) and (ii) 1,920,000 warrants to purchase Class A Shares ("Warrants"). The reported percentage is calculated based on (i) 82,537,542 Class A Shares outstanding as of October 28, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities & Exchange Commission (the "SEC") on October 31, 2024, 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 held by Chinh E. Chu.
SCHEDULE 13G
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| CUSIP No. | 918090101 |
| 1 | Names of Reporting Persons
Chinh E. Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,376,038.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent (i) 496,038 Class A Shares and (ii) 2,880,000 Warrants. The reported percentage is calculated based on (i) 82,537,542 Class A Shares outstanding as of October 28, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on October 31, 2024, 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 held by Chinh E. Chu.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Utz Brands, Inc. | |
| (b) | Address of issuer's principal executive offices:
900 High Street, Hanover, PA, 17331 | |
| Item 2. | ||
| (a) | Name of person 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 | |
| (b) | Address or principal business office or, if none, residence:
200 Park Avenue, 58th Floor
New York, NY 10166 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
918090101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
CC Collier Holdings, LLC ("CC Collier") directly holds the 496,038 Class A Shares and 2,880,000 Warrants reported by Chinh E. Chu. Chinh E. Chu has voting and dispositive power over CC Collier and therefore may be deemed to have beneficial ownership over the securities directly held by CC Collier. Jason K. Giordano directly holds 3,456,463 Class A Shares (including 709,647 Class A Shares held jointly with his spouse) and 1,920,000 Warrants.
If the Reporting Persons were deemed to be a Section 13(d) group, such group would hold an aggregate of 3,952,501 Class A Shares and 4,800,000 Warrants, constituting 10.02% 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. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A 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 SEC). |