Hostess Brands, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.0001 par value
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(Title of Class of Securities)
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382866101
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(CUSIP Number)
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C. Dean Metropoulos
Chairman and Chief Executive Officer of Metropoulos & Co.
200 Greenwich Avenue
Greenwich, Connecticut 06830
Fax: (203) 629-6660
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: John C. Kennedy
Fax: (212) 757-3990
Email: jkennedy@paulweiss.com
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
June 8, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Dean Metropoulos
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
OO
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
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SOLE VOTING POWER
1,010,623(1)
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8
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SHARED VOTING POWER
6,301,285(2)
|
|
9
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SOLE DISPOSITIVE POWER
1,010,623(1)
|
|
10
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SHARED DISPOSITIVE POWER
6,301,285(2)
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,304,824
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%(3)
|
|
14
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TYPE OF REPORTING PERSON
IN
|
1
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Represents the 1,010,623 shares of Class A Common Stock (as defined in the Statement) of the Issuer owned directly by Mr. Metropoulos in his individual capacity,
which includes (i) 1,000,000 shares of Class A Common Stock that would result from the exercise of 2,000,000 warrants of the Issuer entitling the holder thereof to purchase one-half of one share of Class A Common Stock at an
exercise price of $5.75 per half share (the “Warrants”) held by Mr. Metropoulos and (ii) 10,623 shares of Class A Common Stock represented by 10,623 restricted stock units of the Issuer entitling the holder thereof to the
right to receive shares of Class A Common Stock on a one-for-one basis.
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2
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Represents 6,301,285 Units (as defined herein) that are exchangeable for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with
the terms and subject to the restrictions set forth in the Exchange Agreement (as defined in the Statement), that may be deemed to be beneficially owned by Mr. Metropoulos in his capacity as the managing member of Hostess CDM
Co-Invest, LLC and each of its series. Mr. Metropoulos also has an indirect pecuniary interest in 1,289,985 of such Units.
|
3
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All ownership percentages set forth in this Schedule 13D are calculated using a denominator of 131,643,504, the sum of (i) 123,202,917 shares of Class A Common
Stock outstanding as of May 5, 2020, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on May 8, 2020, (ii) 1,000,000 shares of Class A Common Stock that the Reporting Persons (as defined in the Statement)
would receive in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants are exercised and (iii) 7,440,587 shares of Class A Common Stock that would result in
the event all of issued and outstanding shares of the Issuer’s Class B common stock as of May 5, 2020, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on May 8, 2020, par value $0.0001 per share (the “Class
B Common Stock”) and an equivalent number of Class B Units in Hostess Holdings L.P. (the “Class B Units” and, together with the Class B Common Stock, the “Units”) beneficially owned by the Reporting Persons
were exchanged for shares of Class A Common Stock at the current exchange rate of one share of Class A Common Stock per one Unit.
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 3 of 7
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1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hostess CDM Co-Invest, 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 ITEMS 2(d) or 2(e)
|
☐ |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,301,285(4)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,301,285(4)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,301,285
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
|
14
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TYPE OF REPORTING PERSON
OO
|
4
|
Represents 6,301,285 Units that are exchangeable for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and
subject to the restrictions set forth in the Exchange Agreement, which are directly owned by Hostess CDM Co-Invest, LLC and may be deemed to be beneficially owned by Mr. Metropoulos in his capacity as the managing member of Hostess
CDM Co-Invest, LLC. Mr. Metropoulos also has an indirect pecuniary interest in 1,289,985 of such Units.
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 4 of 7
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 5 of 7
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 6 of 7
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CUSIP No. 382866101
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SCHEDULE 13D |
Page 7 of 7
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C. DEAN METROPOULOS
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|||
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/s/ C. Dean Metropoulos
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HOSTESS CDM CO-INVEST, LLC | |||
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By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
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Title: |
President and Secretary
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C. DEAN METROPOULOS
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|||
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/s/ C. Dean Metropoulos
|
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HOSTESS CDM CO-INVEST, LLC | |||
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By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
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