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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 11/7/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1644406 |
| Issuer Name: Hostess Brands, Inc. |
| Issuer Trading Symbol: TWNK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1795352 |
| | Owner Name: Weber Robert Chisholm |
| Reporting Owner Address: |
| | Owner Street 1: C/O HOSTESS BRANDS, INC. |
| | Owner Street 2: 7905 QUIVIRA ROAD |
| | Owner City: LENEXA |
| | Owner State: KS |
| | Owner ZIP Code: 66215 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: See Remarks |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0001 per share |
| | Transaction Date: |
| | | Value: 11/7/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 20,667 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 72,291 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0001 per share |
| | Transaction Date: |
| | | Value: 11/7/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 17,627 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 54,664 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0001 per share |
| | Transaction Date: |
| | | Value: 11/7/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 54,664 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Employee Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 13.52 |
| | Transaction Date: |
| | | Value: 11/7/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,206 |
| | | Transaction Price Per Share: |
| Value: 19.88 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F6 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 11/10/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, par value $0.0001 per share |
| | | Underlying Security Shares: |
| Value: 5,206 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Employee Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 13.90 |
| | Transaction Date: |
| | | Value: 11/7/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,679 |
| | | Transaction Price Per Share: |
| Value: 19.50 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Value: 1/20/30 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock, par value $0.0001 per share |
| | | Underlying Security Shares: |
| Value: 15,679 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Pursuant to the terms of that certain Agreement and Plan of Merger, by and among Hostess Brands, Inc. (the "Company"), The J. M. Smucker Company ("Smucker"), and SSF Holdings, Inc. (the "Purchaser"), dated September 10, 2023 (the "Merger Agreement"), on November 7, 2023, Purchaser completed an exchange offer (the "Offer") to purchase any and all of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Company Common Stock"), in exchange for (i) $30.00 in cash (the "Cash Consideration") and (ii) 0.03002 Smucker common shares, no par value ("Smucker Common Shares") (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest. |
| Footnote - F2: (Continued from Footnote 1) Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Smucker (the "Merger"). The disposition of the securities by the Reporting Person in the Offer and the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| Footnote - F3: The Reporting Person tendered in the Offer 20,667 shares of Company Common Stock (which includes 415 shares of Company Common Stock purchased pursuant to the Hostess Brands, Inc. 2022 Employee Stock Purchase Plan for the offer period ended September 30, 2023 and not previously reported) and received Offer Consideration of (i) $620,010 in Cash Consideration and (ii) 620 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest. |
| Footnote - F4: Represents 17,627 shares of Company Common Stock underlying outstanding restricted stock units ("RSUs"), granted under the Hostess Brands' Amended and Restated 2016 Equity Plan (the "2016 Plan"), that under the terms of the Merger Agreement were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs, by (y) the Merger Consideration Value (as defined in the Merger Agreement). Upon the closing of the Merger, the Reporting Person received $588,810.55 in cash in settlement of the outstanding RSUs, less applicable withholding taxes. |
| Footnote - F5: Represents 54,664 shares of Company Common Stock underlying outstanding performance stock units ("PSUs"), which provides for maximum performance of 200% of applicable performance metrics. The PSUs were granted under the 2016 Plan but not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value. Upon the closing of the Merger, the Reporting Person received $1,825,990.79 in cash in settlement of the outstanding PSUs, less applicable withholding taxes. |
| Footnote - F6: These options, which vested in three equal annual installments beginning on November 11, 2020, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $103,515.58, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes. |
| Footnote - F7: These options, which vested in three equal annual installments beginning on January 21, 2021, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $305,801.65, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes. |
| Remarks: Former Senior Vice President, Chief People Officer |
| Owner Signature: |
| Signature Name: /s/ Jolyn J. Sebree, Attorney-in-Fact |
| Signature Date: 11/7/23 |
