SEC Form 4 · accession 0000899243-17-029352

Hostess Brands, Inc. · TWNK

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

Reporting owner

Other

Period of report

Dec 18, 2017

Accepted (ET)

Dec 20, 2017 · 8:39 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^F1	Dec 18, 2017	J	31,685	—	A	31,685	D
Class A Common Stock^F2	Dec 18, 2017	S	31,685	$15.3023	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1	—	Dec 18, 2017	J	31,685	D	—	—	Class A Common Stock	31,685	988,224	D

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 December 18, 2017. The shares were sold pursuant to a 10b5-1 trading plan in multiple transactions at prices ranging from $15.30 to $15.37, inclusive. The 10b5-1 trading plan was established by C. Dean Metropoulos, the controlling person of the reporting person, on September 14, 2017 to provide for sales of shares, from time to time, by entities controlled thereby, within pre-determined price and quantity limits. 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.

Member of Director/Officer/10% owner group