SEC Form 4 · accession 0000899243-18-006728

Hostess Brands, Inc. · TWNK

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

Reporting owner

Officer — See Remarks

Period of report

Mar 6, 2018

Accepted (ET)

Mar 7, 2018 · 7:38 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
Class A Common Stock, par value $0.0001 per share	Mar 6, 2018	F	3,551	$14.35	D	7,115	D
Restricted Stock Units^F2	Mar 7, 2018	A	4,052	$0.00	A	4,052	D
Restricted Stock Units^F3	holding	—	—		—	21,334	D

No Table II lines on this filing.

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 3,551 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.
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 that remain subject to time-based vesting criteria.

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