X0306
4
2018-03-06
0
0001644406
Hostess Brands, Inc.
TWNK
0001688074
Jacobs Andrew Wilson
C/O HOSTESS BRANDS, INC.
1 EAST ARMOUR BOULEVARD
KANSAS CITY
MO
64111
0
1
0
0
See Remarks
Class A Common Stock, par value $0.0001 per share
2018-03-06
4
F
0
7732
14.35
D
18934
D
Restricted Stock Units
2018-03-07
4
A
0
13270
0.00
A
13270
D
Restricted Stock Units
58334
D
On March 6, 2018, following the determination by the Compensation Committee of Hostess Brands, Inc. (the "Company") that the 2017 positive earnings per share condition to the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units granted to the reporting person on March 23, 2017 was satisfied, the Company withheld 7,732 shares of Class A common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $14.35 per share, the closing price of the Class A common stock on the immediately preceding trading date.
On March 23, 2017, the Company granted an award of performance share units to the reporting person, the vesting of which is subject to the satisfaction of annual Adjusted EBITDA targets and continued employment during the three-year vesting period. On March 7, 2018, the Compensation Committee determined that, based upon the Company's Adjusted EBITDA for the year ended December 31, 2017, the performance condition with respect to the listed number of such performance share units was satisfied. The vesting of such units remains subject to the time-based vesting criteria.
Consists of the remaining previously disclosed restricted stock units referred to in Note 1 above and a subsequent restricted stock unit award that remain subject to time-based vesting criteria.
Executive Vice President, Chief Operating Officer
/s/ Jolyn J. Sebree, Attorney-in-Fact
2018-03-07