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
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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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016
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 12/14/2016 S 1,600 D $12.936 13,823,132 I See footnote(1)
Class A Common Stock 12/15/2016 S 500 D $12.8957 13,822,632 I See footnote(1)
Class A Common Stock 12/16/2016 S 29,200 D $12.7948(2) 13,793,432 I See footnote(1)
Class A Common Stock 12/19/2016 S 2,100 D $12.9198(3) 13,791,332 I See footnote(1)
Class A Common Stock 12/20/2016 S 165,681 D $12.9415(4) 13,625,651 I See footnote(1)
Class A Common Stock 12/21/2016 S 546,387 D $12.9983(5) 13,079,264 I See footnote(1)
Class A Common Stock 12/22/2016 S 158,732 D $12.9603(6) 12,920,532 I See footnote(1)
Class A Common Stock 12/23/2016 S 186,800 D $12.9412 12,733,732 I See footnote(1)
Class A Common Stock 12/27/2016 S 36,502 D $12.92 12,697,230 I See footnote(1)
Class A Common Stock 12/28/2016 S 19,698 D $12.9287 12,677,532 I See footnote(1)
Class A Common Stock 12/29/2016 S 21,812 D $12.9142(7) 12,655,720 I See footnote(1)
Class A Common Stock 12/30/2016 S 98,663 D $13.0139 12,557,057 I See footnote(1)
Class A Common Stock 01/03/2017 S 672,973 D $13.0104(8) 11,884,084 I See footnote(1)
Class A Common Stock 01/04/2017 S 232,057 D $12.9975(9) 11,652,027 I See footnote(1)
Class A Common Stock 01/05/2017 S 392,295 D $12.9586 11,259,732 I See footnote(1)
Class A Common Stock 01/06/2017 S 600,000 D $12.9937(10) 10,659,732 I See footnote(1)
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
1. Name and Address of Reporting Person*
Gores Sponsor LLC

(Last) (First) (Middle)
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
360 NORTH CRESCENT DRIVE
SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Alec E

(Last) (First) (Middle)
9800 WILSHIRE BLVD.
C/O AEG HOLDINGS, LLC

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
C/O PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
Explanation of Responses:
1. The securities reported herein are held of record by Gores Sponsor, LLC ("Gores Sponsor"). Platinum Equity LLC ("Platinum Equity") and AEG Holdings, LLC ("AEG") are the managing member of Gores Sponsor and as a result share the power to vote and dispose of the securities held of record by Gores Sponsor. Tom Gores, the chairman and chief executive officer of Platinum Equity, is the ultimate beneficial owner of Platinum Equity. Alec Gores is the managing member of AEG. As such, each of Platinum Equity, AEG and Tom Gores and Alec Gores may be deemed to share beneficial ownership of the securities beneficially owned by Gores Sponsor.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.7697 to $12.8997. The reporting persons undertake to provide Hostess Brands, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.8627 to $12.9716. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.8826 to $12.9716. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.8981 to $13.2297. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.9590 to $12.9607. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.9138 to $12.9158. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.9806 to $13.0267. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.9476 to $13.0408. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.9701 to $13.0173. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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 01/10/2017
AEG HOLDINGS, LLC, By: /s/ Alec Gores, Managing Member 01/10/2017
PLATINUM EQUITY, LLC, By: /s/ Mary Ann Sigler, Chief Financial Officer 01/10/2017
/s/ Alec Gores 01/10/2017
/s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores 01/10/2017
** Signature of Reporting Person Date
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