SEC Info - Metropoulos C. Dean - ‘3’ for 11/4/16 re: Hostess Brands, Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Metropoulos C. Dean

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/4/16

3. Issuer Name and Ticker or Trading Symbol
Hostess Brands, Inc. [ TWNK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	500,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Warrants	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000	⁽²⁾	D
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,496,000	⁽⁴⁾	D
Class B Common Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	27,544,568	⁽⁴⁾	I	By Hostess CDM Co-Invest, LLC ⁽⁶⁾
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,326,120	⁽⁴⁾	I	By CDM Hostess Class C, LLC ⁽⁸⁾

Explanation of Responses:

(1) Subject to the restrictions and provisions set forth in the Amended and Restated Registration Rights and Lock-Up Agreement, dated November 4, 2016, the Class A Warrants may be exchanged for shares of Class A Common Stock of the Issuer. Each Class A Warrant entitles its holder to purchase one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share.

(2) Pursuant to the Gores Sponsor Letter Agreement, dated July 5, 2015, by and between the reporting person and the Issuer, the reporting person received 2,000,000 Class A Warrants, each such Class A Warrant entitling its holder to purchase one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share.

(3) The reporting person may exchange shares of Class B Common Stock (together with an equal number of Class B Units of Hostess Holdings, L.P.) for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement").

(4) Each share of Class B Common Stock represents the right to receive one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P., in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement described in footnote (3) above.

(5) Hostess CDM Co-Invest, LLC or its series may exchange shares of Class B Common Stock (together with an equal number of Class B Units of Hostess Holdings, L.P.) for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement, described in footnote (3) above.

(6) The reporting person is the sole managing member of Hostess CDM Co-Invest, LLC, a Delaware series limited liability company, whose series hold an aggregate of 27,544,568 shares of Class B Common Stock of the Issuer. The reporting person has an indirect pecuniary interest in 3,526,064 of these shares. Hostess CDM Co-Invest, LLC or its series may exchange shares of Class B Common Stock (together with an equal number of Class B Units of Hostess Holdings, L.P.) as described in footnote (5) above.

(7) CDM Hostess Class C, LLC or its series may exchange shares of Class B Common Stock (together with an equal number of Class B Units of Hostess Holdings, L.P.) for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement, described in footnote (3) above.

(8) The reporting person is the sole managing member of CDM Hostess Class C, LLC, a Delaware series limited liability company, whose series hold an aggregate of 2,326,120 shares of Class B Common Stock of the Issuer. The reporting person has an indirect pecuniary interest in 1,767,853 of these shares. CDM Hostess Class C, LLC or its series may exchange shares of Class B Common Stock (together with an equal number of Class B Units of Hostess Holdings, L.P.) as described in footnote (7) above.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ C. Dean Metropoulos	11/14/16
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Metropoulos C. Dean – ‘3’ for 11/4/16 re: Hostess Brands, Inc.

On: Monday, 11/14/16, at 8:57pm ET · For: 11/4/16 · Accession #: 950142-16-4750 · File #: 1-37540

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Ownership Document — es1601126_3-hostessmet.xml/2.6