SEC Form 4 · accession 0000899243-17-008709
Hostess Brands, Inc. · TWNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Douglas Toler
Officer — See Remarks
Period of report
Mar 23, 2017
Accepted (ET)
Mar 27, 2017 · 6:33 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Mar 23, 2017 | A | 435,000 | $0.00 | A | 435,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $15.78 | Mar 23, 2017 | A | 437,498 | A | — | Mar 22, 2027 | Class A Common Stock | 437,498 | 437,498 | D |
Explanation of responses
- F1Consists of a grant of restricted shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Hostess Brands, Inc. (the "Company"), subject to time-based vesting. Such restricted shares 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.
Remarks
President and Chief Executive Officer