SEC Form 4 · accession 0000899243-16-032968
Hostess Brands, Inc. · TWNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 8:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001644406
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.0001 per share | Nov 4, 2016 | A | 9,087,232 | $9.18 | A | 9,087,232 | D | |
| Class A Common Stock, par value $0.0001 per share | Nov 4, 2016 | C | 5,237,500 | $0.00 | A | 14,324,732 | D | |
| Class A Common Stock, par value $0.0001 per shareF1 | Nov 4, 2016 | J | 500,000 | — | D | 13,824,732 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F Common Stock, par value $0.0001 per shareF2 | — | Nov 4, 2016 | D | 4,062,500 | D | — | — | Class A Common Stock, par value $0.0001 per share | 4,062,500 | 5,237,500 | D |
| Class F Common Stock, par value $0.0001 per shareF2 | — | Nov 4, 2016 | C | 5,237,500 | D | — | — | Class A Common Stock, par value $0.0001 per share | 5,237,500 | 0 | D |
| Warrants to Purchase Shares of Class A Common Stock | $5.75 | Nov 4, 2016 | A | 19,000,000 | A | Dec 4, 2016 | Nov 4, 2021 | Class A Common Stock, par value $0.0001 per share | 9,500,000 | 19,000,000 | D |
| Warrants to Purchase Shares of Class A Common StockF5 | $5.75 | Nov 4, 2016 | J | 2,000,000 | D | Dec 4, 2016 | Nov 4, 2021 | Class A Common Stock, par value $0.0001 per share | 1,000,000 | 17,000,000 | D |
Explanation of responses
- F1Consists of 500,000 shares of Class A Common Stock transferred by Gores Sponsor LLC in connection with the closing of the transactions contemplated by the Master Transaction Agreement dated as of July 5, 2016 by and among the reporting person, the Issuer and the other parties thereto (the "Agreement").
- F2The shares of Class F Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis without any expiration date.
- F34,062,500 shares of Class F Common Stock were forfeited by Gores Sponsor LLC to the Issuer on November 4, 2016 in connection with the closing of the transactions contemplated by the Agreement.
- F4The warrants were purchased by Gores Sponsor LLC on August 13, 2015. The warrants will become exercisable 30 days after the closing of the transactions contemplated by the Agreement, on December 4, 2016. Each warrant will be exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock.
- F5Consists of 2,000,000 warrants transferred by Gores Sponsor LLC pursuant to the Agreement in connection with the closing of the transactions contemplated by the Agreement.