0000899243-23-020184.txt : 20231107 0000899243-23-020184.hdr.sgml : 20231107 20231107182106 ACCESSION NUMBER: 0000899243-23-020184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231107 FILED AS OF DATE: 20231107 DATE AS OF CHANGE: 20231107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weber Robert Chisholm CENTRAL INDEX KEY: 0001795352 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37540 FILM NUMBER: 231385430 MAIL ADDRESS: STREET 1: 1 E ARMOUR BOULEVARD CITY: KANSAS CITY STATE: MO ZIP: 64111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hostess Brands, Inc. CENTRAL INDEX KEY: 0001644406 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7905 QUIVIRA ROAD CITY: LENEXA STATE: KS ZIP: 66215 BUSINESS PHONE: 816-701-4600 MAIL ADDRESS: STREET 1: 7905 QUIVIRA ROAD CITY: LENEXA STATE: KS ZIP: 66215 FORMER COMPANY: FORMER CONFORMED NAME: Gores Holdings, Inc. DATE OF NAME CHANGE: 20150608 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-11-07 1 0001644406 Hostess Brands, Inc. TWNK 0001795352 Weber Robert Chisholm C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA KS 66215 0 1 0 0 See Remarks 0 Class A Common Stock, par value $0.0001 per share 2023-11-07 4 D 0 20667 D 72291 D Class A Common Stock, par value $0.0001 per share 2023-11-07 4 D 0 17627 D 54664 D Class A Common Stock, par value $0.0001 per share 2023-11-07 4 D 0 54664 D 0 D Employee Stock Option (Right to Buy) 13.52 2023-11-07 4 D 0 5206 19.88 D 2029-11-10 Class A Common Stock, par value $0.0001 per share 5206 0 D Employee Stock Option (Right to Buy) 13.90 2023-11-07 4 D 0 15679 19.50 D 2030-01-20 Class A Common Stock, par value $0.0001 per share 15679 0 D 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. (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. 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. 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. 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. 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. 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. Former Senior Vice President, Chief People Officer /s/ Jolyn J. Sebree, Attorney-in-Fact 2023-11-07