Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration Statement - Securities for an HTML 70K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 8K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-FILING FEES Filing Fees HTML 17K
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security
Type
Security
Class
Title
(1)
Fee
Calculation
Rule
Amount
Registered(2)
Proposed
Maximum
Offering
Price Per
Unit(3)
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount
of
Registration
Fee
Equity
Class A Common Stock, par value $0.0001 per share
Rule 457(h)
3,000,000
$19.78
$59,340,000.00
$92.70 per $1,000,000
$5,500.82
Total Offering Amount
$59,340,000.00
$5,500.82
Total Fee Offsets
$0
Net
Fee Due
$5,500.82
1The shares of Class A Common Stock, par value $0.0001 per share (the “Class A Shares”) of Hostess Brands, Inc. (the “Registrant”) being registered relate to awards to be undertaken in the future, with such terms and vesting conditions, as applicable, to be determined in accordance with the provisions of Hostess Brands, Inc. 2022 Employee Stock Purchase Plan (the “Plan”).
2Pursuant to Rule 416(a) under the Securities Act, this Registration Statement covers any additional securities as may hereinafter be offered or issued to prevent dilution resulting from stock splits,
stock dividends, recapitalizations, other capital adjustments or similar transactions.
3Estimated pursuant to Rule 457(h) under the Securities Act solely for purposes of calculating the registration fee. The fee is computed based upon $23.26, which represents the average of the high and low prices per share of the Registrant’s Common Stock on August 30, 2022, as reported on the Nasdaq Stock Market LLC, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Plan.
Dates Referenced Herein and Documents Incorporated by Reference