SEC Form 4 · accession 0000950142-16-004919

Hostess Brands, Inc. · TWNK

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

Reporting owner

C. Dean Metropoulos

Officer — Executive Chairman · Director · 10% Owner

Period of report

Dec 12, 2016

Accepted (ET)

Dec 14, 2016 · 8:18 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,F5	Dec 12, 2016	J	566,500	—	A	566,500	I	By CDM HB Holdings, LLC
Class A Common Stock^F2,F5	Dec 12, 2016	S	566,500	$12.8775	D	0	I	By CDM HB Holdings, LLC
Class A Common Stock^F1,F5	Dec 13, 2016	J	50,000	—	A	50,000	I	By CDM HB Holdings, LLC
Class A Common Stock^F3,F5	Dec 13, 2016	S	50,000	$12.9664	D	0	I	By CDM HB Holdings, LLC
Class A Common Stock^F1,F5	Dec 14, 2016	J	45,200	—	A	45,200	I	By CDM HB Holdings, LLC
Class A Common Stock^F4,F5	Dec 14, 2016	S	45,200	$12.95	D	0	I	By CDM HB Holdings, LLC

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 Stock^F1,F5	—	Dec 12, 2016	J	566,500	D	—	—	Class A Common Stock	566,500	1,929,500	I
Class B Common Stock^F1,F5	—	Dec 13, 2016	J	50,000	D	—	—	Class A Common Stock	50,000	1,879,500	I
Class B Common Stock^F1,F5	—	Dec 14, 2016	J	45,200	D	—	—	Class A Common Stock	45,200	1,834,300	I

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 December 12, 2016. The shares were sold in multiple transactions at prices ranging from $12.80 to $12.97, 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 December 13, 2016. The shares were sold in multiple transactions at prices ranging from $12.96 to $13.00, 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.
F4Reflects the weighted average price of sales on December 14, 2016. The shares were sold in multiple transactions at prices ranging from $12.95 to $12.96, 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.
F5Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.