SEC Form 4 · accession 0000899243-17-008700

Hostess Brands, Inc. · TWNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — See Remarks

Period of report

Mar 23, 2017

Accepted (ET)

Mar 27, 2017 · 6:29 pm EDT

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
Restricted Stock Units^F1	Mar 23, 2017	A	50,000	$0.00	A	50,000	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F2	$15.78	Mar 23, 2017	A	48,121	A	—	Mar 22, 2027	Class A Common Stock	48,121	48,121	D

F1Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive a share of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Hostess Brands, Inc. (the "Company"), upon vesting. Such restricted stock units shall vest in equal or nearly equal installments on each of January 1, 2018, November 4, 2018 and November 4, 2019 (a "Vesting Date"), assuming continued employment through the applicable Vesting Date. Notwithstanding the foregoing, no installment will vest on a Vesting Date if the Company's earnings per share as reported to investors for the fiscal year ending immediately prior to such Vesting Date is not positive.
F2Consists of a grant of options to purchase shares of Class A Common Stock. Such options are subject to vesting in equal or nearly equal installments on November 4 of each of 2017, 2018, 2019 and 2020 (an "Option Vesting Date"), assuming continued employment through the applicable Option Vesting Date.

Executive Vice President, Chief Administrative Officer and Assistant Secretary