SEC Form 4 · accession 0000899243-18-006724
Hostess Brands, Inc. · TWNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael John Cramer
Officer — See Remarks
Period of report
Mar 6, 2018
Accepted (ET)
Mar 7, 2018 · 7:36 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 | Mar 6, 2018 | F | 4,256 | $14.35 | D | 14,410 | D | |
| Restricted Stock UnitsF2 | Mar 7, 2018 | A | 6,367 | $0.00 | A | 6,367 | D | |
| Restricted Stock UnitsF3 | holding | — | — | — | 33,334 | D | ||
| Class A Common Stock, par value $0.0001 per share | holding | — | — | — | 3,000 | I | By Individual Retirement Account |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 6, 2018, following the determination by the Compensation Committee of Hostess Brands, Inc. (the "Company") that the 2017 positive earnings per share condition to the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units granted to the reporting person on March 23, 2017 was satisfied, the Company withheld 4,256 shares of Class A common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $14.35 per share, the closing price of the Class A common stock on the immediately preceding trading date. The total reported in column 5 also includes 2,000 shares of Class A common stock previously held directly by the reporting person.
- F2On March 23, 2017, the Company granted an award of performance share units to the reporting person, the vesting of which is subject to the satisfaction of annual Adjusted EBITDA targets and continued employment during the three-year vesting period. On March 7, 2018, the Compensation Committee determined that, based upon the Company's Adjusted EBITDA for the year ended December 31, 2017, the performance condition with respect to the listed number of such performance share units was satisfied. The vesting of such units remains subject to the time-based vesting criteria.
- F3Consists of the remaining previously disclosed restricted stock units referred to in Note 1 above that remain subject to time-based vesting criteria.
Remarks
Executive Vice President, Chief Administrative Officer and Assistant Secretary