X0306 4 2016-11-04 0 0001644406 Hostess Brands, Inc. TWNK 0001649197 Gores Sponsor LLC 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001322454 Gores Alec E C/O GORES SPONSOR LLC 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 Class A Common Stock, par value $0.0001 per share 2016-11-04 4 A 0 9087232 9.18 A 9087232 D Class A Common Stock, par value $0.0001 per share 2016-11-04 4 C 0 5237500 0.00 A 14324732 D Class A Common Stock, par value $0.0001 per share 2016-11-04 4 J 0 500000 D 13824732 D Class F Common Stock, par value $0.0001 per share 2016-11-04 4 D 0 4062500 D Class A Common Stock, par value $0.0001 per share 4062500 5237500 D Class F Common Stock, par value $0.0001 per share 2016-11-04 4 C 0 5237500 D Class A Common Stock, par value $0.0001 per share 5237500 0 D Warrants to Purchase Shares of Class A Common Stock 5.75 2016-11-04 4 A 0 19000000 0.50 A 2016-12-04 2021-11-04 Class A Common Stock, par value $0.0001 per share 9500000 19000000 D Warrants to Purchase Shares of Class A Common Stock 5.75 2016-11-04 4 J 0 2000000 D 2016-12-04 2021-11-04 Class A Common Stock, par value $0.0001 per share 1000000 17000000 D 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"). 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. 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. 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. 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. 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 2016-11-08 /s/ Alec Gores 2016-11-08