SEC Info - Weber Robert Chisholm - ‘4’ for 1/17/23 re: Hostess Brands, Inc.

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Weber Robert Chisholm

(Last)

(First)

(Middle)

C/O HOSTESS BRANDS, INC.

7905 QUIVIRA ROAD

(Street)

LENEXA

66215

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
1/17/23

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units ⁽¹⁾	1/17/23		A		8,741	A	$0	8,741	D
Class A Common Stock, par value $0.0001 per share ⁽²⁾	1/17/23		A		17,142	A	$0	22,499	D
Class A Common Stock, par value $0.0001 per share ⁽³⁾	1/19/23		F		7,687	D	$22.99	14,812	D
Class A Common Stock, par value $0.0001 per share ⁽⁴⁾	1/19/23		F		2,189	D	$22.93	17,035	D
Restricted Stock Units ⁽⁵⁾								13,717	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A common stock. These restricted stock units will vest in equal or nearly equal installments on January 17 of each 2024, 2025, and 2026, assuming continued employment through the applicable vesting date.

(2) Represents shares acquired by the reporting person upon the achievement of performance measures under performance share units ("PSUs") granted under the Amended and Restated Hostess Brands, Inc. 2016 Equity Incentive Plan.

(3) On January 19, 2023, Hostess Brands, Inc. (the "Company") withheld 7,687 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of the PSUs referred to above. Such shares had a market value of $22.99 per share, the closing price of the Class A common stock on January 17, 2023, the date the Company's Talent & Compensation Committee certified the performance results.

(4) On January 19, 2023, the Company withheld 2,189 shares of Class A Common Stock to satisfy withholding taxes due in connection with the vesting of shares of Class A common stock underlying two awards of restricted stock units previously granted to the reporting person. Such shares had a market value of $22.93 per share, the closing price of the Class A common stock on January 13, 2023, the last trading date prior to vesting.

(5) Consists of previously disclosed restricted stock units that remained subject to time-based vesting criteria.

Remarks:

Senior Vice President, Chief People Officer

	/s/ Jolyn J. Sebree, Attorney-in-Fact	1/19/23
	** 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 4 (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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Weber Robert Chisholm – ‘4’ for 1/17/23 re: Hostess Brands, Inc.

On: Thursday, 1/19/23, at 6:04pm ET · For: 1/17/23 · As: Officer · Accession #: 1795352-23-2 · File #: 1-37540

Previous ‘4’: ‘4’ on 11/30/22 for 11/14/22 · Next: ‘4’ on 1/26/23 for 1/24/23 · Latest: ‘4’ on / for 11/7/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Weber Robert Chisholm – ‘4’ for 1/17/23 re: Hostess Brands, Inc.

On: Thursday, 1/19/23, at 6:04pm ET · For: 1/17/23 · As: Officer · Accession #: 1795352-23-2 · File #: 1-37540

Previous ‘4’: ‘4’ on 11/30/22 for 11/14/22 · Next: ‘4’ on 1/26/23 for 1/24/23 · Latest: ‘4’ on / for 11/7/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents