SEC Form 4 · accession 0000899243-17-016004
Hostess Brands, Inc. · TWNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jun 7, 2017
Accepted (ET)
Jun 9, 2017 · 8:23 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 | Jun 7, 2017 | J | 214,000 | — | A | 214,000 | D | |
| Class A Common StockF2 | Jun 7, 2017 | S | 214,000 | $16.7027 | D | 0 | D | |
| Class A Common StockF1 | Jun 8, 2017 | J | 162,211 | — | A | 162,211 | D | |
| Class A Common StockF3 | Jun 8, 2017 | S | 162,211 | $16.7035 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Jun 7, 2017 | J | 214,000 | D | — | — | Class A Common Stock | 214,000 | 1,512,120 | D |
| Class B Common StockF1 | — | Jun 8, 2017 | J | 162,211 | D | — | — | Class A Common Stock | 162,211 | 1,349,909 | D |
Explanation of responses
- F1Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.
- F2Reflects the weighted average price of sales on June 7, 2017. The shares were sold in multiple transactions at prices ranging from $16.70 to $16.73, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
- F3Reflects the weighted average price of sales on June 8, 2017. The shares were sold in multiple transactions at prices ranging from $16.70 to $16.74, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Remarks
Member of Director/Officer/10% owner group