Statement of Changes in Beneficial Ownership (4)
09 January 2018 - 9:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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0.5
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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
*
Gores Sponsor LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Hostess Brands, Inc.
[
TWNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
9800 WILSHIRE BLVD.,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2017
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(Street)
BEVERLY HILLS, CA 90212
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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12/13/2017
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J
(1)
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2678572
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D
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(1)
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2571170
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D
(2)
(3)
(7)
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Class A Common Stock
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2589286
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D
(4)
(7)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (right to buy)
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$5.75
(5)
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12/13/2017
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J
(1)
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7227274
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12/4/2016
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11/4/2021
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Class A Common Stock
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3613637
(5)
(6)
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(1)
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1702201
(5)
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D
(2)
(3)
(7)
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Warrants (right to buy)
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$5.75
(5)
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12/4/2016
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11/4/2021
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Class A Common Stock
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2752489
(5)
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5504978
(5)
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D
(4)
(7)
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Explanation of Responses:
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(1)
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Gores Sponsor LLC ("Gores Sponsor") made an in-kind distribution to its members.
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(2)
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Directly owned by Gores Sponsor.
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(3)
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Platinum Equity LLC ("Platinum Equity") and AEG Holdings, LLC ("AEG") are the managing members of Gores Sponsor. Tom Gores is the managing member of Platinum Equity, and Alec Gores is the managing member of AEG. Each of Platinum Equity, AEG, Tom Gores and Alex Gores has indirect beneficial ownership of the securities owned by Gores Sponsor to the extent of their respective pecuniary interests, if any.
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(4)
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Directly owned by Platinum Equity. Tom Gores has indirect beneficial ownership of the securities owned by Platinum Equity to the extent of his pecuniary interest.
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(5)
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Each warrant is exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock.
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(6)
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Relates to the number shares underlying the warrants disclosed in column 5 as distributed.
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(7)
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Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
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Remarks:
Exhibit 99.1 (Joint Filer Information), incorporated herein by reference.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gores Sponsor LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
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X
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X
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AEG Holdings, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
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X
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X
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Gores Alec E
C/O AEG HOLDINGS, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
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X
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X
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PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA 90210
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X
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X
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Gores Tom
C/O PLATINUM EQUITY, LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA 90210
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X
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X
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Signatures
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GORES SPONSOR LLC By: AEG Holdings, LLC, its Managing Member By: /s/ Alec Gores Title: Managing Member
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1/8/2018
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**
Signature of Reporting Person
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Date
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By: Platinum Equity, LLC, its Managing Member By: /s/ Mary Ann Sigler Title: Chief Financial Officer
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1/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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