Statement of Changes in Beneficial Ownership (4)
14 Juin 2023 - 11:15PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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LACHMAN TODD R |
2. Issuer Name and Ticker or Trading Symbol
Sovos Brands, Inc.
[
SOVO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT AND CEO |
(Last)
(First)
(Middle)
C/O SOVOS BRANDS, INC., 168 CENTENNIAL PARKWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2023 |
(Street)
LOUISVILLE, CO 80027 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/12/2023 | | S | | 45000 (1) | D | $18.2691 (2) | 2254761 (3) | D | |
Common Stock | 6/12/2023 | | S | | 11250 (1) | D | $18.269 (2) | 403578 (4) | I | By trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 3/10/2023. The Rule 10b5-1 trading plan, which was structured to include several sale periods, was established as part of the Reporting Person's long-term strategy for asset diversification and financial, retirement, estate and tax planning activities over a period of time. |
(2) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.14 to $18.47, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder 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 within the range set forth in this footnote. |
(3) | Includes 269,615 restricted shares of common stock of the Issuer subject to time-based vesting (a portion of which vest on December 30, 2023, September 23, 2024 or September 23, 2025, if the original performance goals are not earlier achieved), 420,811 restricted shares of common stock of the Issuer subject to performance-based vesting, and 625,080 restricted stock units subject to time-based vesting (a portion of which will vest on September 23, 2024 or September 23, 2025, if original performance criteria is not earlier achieved), subject in each case to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. |
(4) | Includes 67,403 restricted shares of common stock of the Issuer subject to time-based vesting (a portion of which will vest on December 30, 2023, September 23, 2024 or September 23, 2025, if the original performance goals are not earlier achieved) and 91,204 restricted shares of common stock of the Issuer, subject to performance-based vesting, in each case, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LACHMAN TODD R C/O SOVOS BRANDS, INC. 168 CENTENNIAL PARKWAY, SUITE 200 LOUISVILLE, CO 80027 | X |
| PRESIDENT AND CEO |
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Signatures
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/s/ Isobel A. Jones, Attorney-in-Fact | | 6/14/2023 |
**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 control number. |
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