SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Gores Sponsor LLC (Last) (First) (Middle) 9800 WILSHIRE BLVD. (Street) BEVERLY HILLS CA 90212 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Hostess Brands, Inc. [ TWNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/04/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	11/04/2016		A		9,087,232	A	$9.18	9,087,232	D
Class A Common Stock, par value $0.0001 per share	11/04/2016		C		5,237,500	A	$0.00	14,324,732	D
Class A Common Stock, par value $0.0001 per share	11/04/2016		J(1)		500,000	D	(1)	13,824,732	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class F Common Stock, par value $0.0001 per share	(2)	11/04/2016		D(3)			4,062,500	(2)	(2)	Class A Common Stock, par value $0.0001 per share	4,062,500	(2)	5,237,500	D
Class F Common Stock, par value $0.0001 per share	(2)	11/04/2016		C			5,237,500	(2)	(2)	Class A Common Stock, par value $0.0001 per share	5,237,500	(2)	0	D
Warrants to Purchase Shares of Class A Common Stock	$5.75	11/04/2016		A(4)		19,000,000		12/04/2016	11/04/2021	Class A Common Stock, par value $0.0001 per share	9,500,000	$0.5	19,000,000	D
Warrants to Purchase Shares of Class A Common Stock	$5.75	11/04/2016		J(5)			2,000,000	12/04/2016	11/04/2021	Class A Common Stock, par value $0.0001 per share	1,000,000	(5)	17,000,000	D

1. Name and Address of Reporting Person* Gores Sponsor LLC (Last) (First) (Middle) 9800 WILSHIRE BLVD. (Street) BEVERLY HILLS CA 90212 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gores Alec E (Last) (First) (Middle) C/O GORES SPONSOR LLC 9800 WILSHIRE BLVD. (Street) BEVERLY HILLS CA 90212 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 500,000 shares of Class A Common Stock transferred by Gores Sponsor LLC in connection with the closing of the transactions contemplated by the Master Transaction Agreement dated as of July 5, 2016 by and among the reporting person, the Issuer and the other parties thereto (the "Agreement").

2. The shares of Class F Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis without any expiration date.

3. 4,062,500 shares of Class F Common Stock were forfeited by Gores Sponsor LLC to the Issuer on November 4, 2016 in connection with the closing of the transactions contemplated by the Agreement.

4. The warrants were purchased by Gores Sponsor LLC on August 13, 2015. The warrants will become exercisable 30 days after the closing of the transactions contemplated by the Agreement, on December 4, 2016. Each warrant will be 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.

5. Consists of 2,000,000 warrants transferred by Gores Sponsor LLC pursuant to the Agreement in connection with the closing of the transactions contemplated by the Agreement.

Remarks:

	Gores Sponsor LLC, By: Platinum Equity, LLC, its managing member, By: /s/ Mary Ann Sigler, Chief Financial Officer, By: AEG Holdings, LLC, its managing Member, By: /s/ Alec Gores, Managing Member	11/08/2016
	/s/ Alec Gores	11/08/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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