SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

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Hostess Brands, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

44109J106

(CUSIP Number)

Gores Sponsor LLC

9800 Wilshire Blvd.

Beverly Hills, CA 90212

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2017

(Date of Event Which Requires Filing of This Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

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*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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(1)	Directly owned by Gores Sponsor LLC (“Gores Sponsor”).  Includes 4,464,737 shares of Class A Common Stock issuable upon exercise of 8,929,475 Private Placement Warrants.

 

(1)

Represents (a) the shares of Class A Common Stock and Private Placement Warrants owned by Gores Sponsor, and (b) 2,574,405 shares of Class A Common Stock, and 2,549,319 shares of Class A Common Stock issuable upon exercise of 5,098,630 Private Placement Warrants directly owned by AEG Holdings, LLC (“AEG”).

 

1	NAME OF REPORTING PERSONS
	Platinum Equity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0  (see Item 5)
		8	SHARED VOTING POWER
			9,714,479 (1) (see Item 5)
		9	SOLE DISPOSITIVE POWER
			0  (see Item 5)
		10	SHARED DISPOSITIVE POWER
			9,714,479  (1) (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,714,479  (1) (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.3%  (1) (See Item 5)
14	TYPE OF REPORTING PERSON
	OO

 

(1)	Represents the shares of Class A Common Stock and Private Placement Warrants owned by Gores Sponsor.

 

 

1	NAME OF REPORTING PERSONS
	Alec Gores
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0  (see Item 5)
		8	SHARED VOTING POWER
			14,859,985 (1) (see Item 5)
		9	SOLE DISPOSITIVE POWER
			0  (see Item 5)
		10	SHARED DISPOSITIVE POWER
			14,859,985  (1) (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,859,985  (1) (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.9%  (1) (see Item 5)
14	TYPE OF REPORTING PERSON
	IN

 

(1)	Represents (a) the shares of Class A Common Stock and Private Placement Warrants beneficially owned by Gores Sponsor and AEG, and (b) 21,786 shares of Class A Common Stock owned by the spouse of Alec Gores.

 

(1)	Represents the shares of Class A Common Stock and Private Placement Warrants owned by Gores Sponsor.

 

This Amendment No. 4 (“Amendment No. 4”) amends the Schedule 13D originally filed on November 14, 2016, as amended (the “Schedule 13D”), and is filed jointly by Gores Sponsor LLC (“Gores Sponsor”), AEG Holdings, LLC (“AEG”), Platinum Equity, LLC (“Platinum Equity”), Alec Gores (“Alec Gores”), and Tom Gores (“Tom Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is hereby supplemented as follows:

On November 13, 2017, Gores Sponsor made certain distributions of securities of the Issuer to its members, as described in Item 5(c) of the Amendment No. 4.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

(a)-(b)    The responses of the Reporting Persons to Rows (7) to (13) of the cover pages of this Amendment No. 4 as of November 16, 2017, are incorporated herein by reference.  For the purpose of calculating the percentage in Row (13) of the cover page of each Reporting Person, the number of shares of Class A Common Stock outstanding is based on (i) 100,072,032 shares of Class A Common Stock outstanding as of November 13, 2017, as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(3) on November 15, 2017, plus (ii) the number of shares of Class A Common Stock issuable upon exercise of Private Placement Warrants owned by such Reporting Person, if any.  AEG and Platinum Equity are the managing members of Gores Sponsor.  Alec Gores is the managing member of AEG, and Tom Gores is the managing member of Platinum Equity.  As a consequence of these relationships, (x) each of AEG, Platinum Equity, Alec Gores and Tom Gores may be deemed to share beneficial ownership of the securities held by Gores Sponsor, and (y) Alec Gores may be deemed to share beneficial ownership of the securities held by AEG.

(c)          Since Amendment No. 3 of Schedule 13D, through and including November 16, 2017, no transactions were effected in the Class A Common Stock by the Reporting Persons except that Gores Sponsor made the following distributions to its members (which includes AEG):  on November 13, 2017 - 2,700,358 shares of Class A Common Stock, and 7,651,514 Private Placement Warrants (representing the right to purchase 3,825,757 shares of Class A Common Stock).

(d)          Not applicable.

 

(e)          Not applicable.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2017

 

 

 

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