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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2021 |
3. Issuer Name and Ticker or Trading Symbol
Hostess Brands, Inc. [ TWNK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Restricted Stock Units(1) | 1,504 | D | |
Restricted Stock Units(2) | 8,772 | D | |
Restricted Stock Units(3) | 3,572 | D | |
Restricted Stock Units(4) | 2,275 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options | (5) | 03/22/2027 | Class A Common Stock | 13,248 | $15.78 | D | |
Stock Options | (5) | 05/31/2027 | Class A Common Stock | 13,000 | $15.98 | D | |
Stock Options | (6) | 01/10/2029 | Class A Common Stock | 6,750 | $11.35 | D | |
Stock Options | (7) | 01/20/2030 | Class A Common Stock | 8,711 | $13.9 | D |
Explanation of Responses: |
1. Consists of restricted stock units ("RSUs") granted under the Hostess Brands, Inc. 2016 Equity Incentive Plan ("Equity Plan"). Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 15 of each of 2022 and 2023, assuming continued employment through the applicable vesting date. |
2. Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 15 of each of 2022, 2023 and 2024, assuming continued employment through the applicable vesting date. |
3. Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 21 of each of 2022 and 2023, assuming continued employment through the applicable vesting date. |
4. Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest on January 11, 2022, assuming continued employment through the applicable vesting date. |
5. Consists of fully vested options to purchase shares of Class A Common Stock granted under the Equity Plan. |
6. Consists of options to purchase shares of Class A Common Stock granted under the Equity Plan. Such options are subject to vesting on January 11, 2022, assuming continued employment through the applicable vesting date. |
7. Consists of options to purchase shares of Class A Common Stock granted under the Equity Plan. Such options are subject to vesting in equal or nearly equal installments on January 21 of each of 2022 and 2023, assuming continued employment through the applicable vesting date. |
Remarks: |
Senior Vice President, Chief Accounting Officer & Interim Chief Financial Officer Exhibit 24.1 Power of Attorney |
/s/ Michael J. Gernigin | 11/10/2021 | |
** 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. |