0000899243-23-020185.txt : 20231107
0000899243-23-020185.hdr.sgml : 20231107
20231107182203
ACCESSION NUMBER: 0000899243-23-020185
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231107
FILED AS OF DATE: 20231107
DATE AS OF CHANGE: 20231107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: O'Leary Daniel James
CENTRAL INDEX KEY: 0001864086
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37540
FILM NUMBER: 231385435
MAIL ADDRESS:
STREET 1: 7905 QUIVIRA ROAD
CITY: LENEXA
STATE: KS
ZIP: 66215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hostess Brands, Inc.
CENTRAL INDEX KEY: 0001644406
STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7905 QUIVIRA ROAD
CITY: LENEXA
STATE: KS
ZIP: 66215
BUSINESS PHONE: 816-701-4600
MAIL ADDRESS:
STREET 1: 7905 QUIVIRA ROAD
CITY: LENEXA
STATE: KS
ZIP: 66215
FORMER COMPANY:
FORMER CONFORMED NAME: Gores Holdings, Inc.
DATE OF NAME CHANGE: 20150608
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-07
1
0001644406
Hostess Brands, Inc.
TWNK
0001864086
O'Leary Daniel James
C/O HOSTESS BRANDS, INC.
7905 QUIVIRA ROAD
LENEXA
KS
66215
0
1
0
0
See Remarks
0
Class A Common Stock, par value $0.0001 per share
2023-11-07
4
D
0
19496
D
99142
D
Class A Common Stock, par value $0.0001 per share
2023-11-07
4
D
0
24846
D
74296
D
Class A Common Stock, par value $0.0001 per share
2023-11-07
4
D
0
74296
D
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger, by and among Hostess Brands, Inc. (the "Company"), The J. M. Smucker Company ("Smucker"), and SSF Holdings, Inc. (the "Purchaser"), dated September 10, 2023 (the "Merger Agreement"), on November 7, 2023, Purchaser completed an exchange offer (the "Offer") to purchase any and all of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Company Common Stock"), in exchange for (i) $30.00 in cash (the "Cash Consideration") and (ii) 0.03002 Smucker common shares, no par value ("Smucker Common Shares") (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest.
(Continued from Footnote 1) Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Smucker (the "Merger"). The disposition of the securities by the Reporting Person in the Offer and the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
The Reporting Person tendered in the Offer 19,496 shares of Company Common Stock and received Offer Consideration of (i) $584,880 in Cash Consideration and (ii) 585 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.
Represents 24,846 shares of Company Common Stock underlying outstanding restricted stock units ("RSUs"), granted under the Hostess Brands' Amended and Restated 2016 Equity Plan (the "2016 Plan"), that under the terms of the Merger Agreement were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs, by (y) the Merger Consideration Value (as defined in the Merger Agreement). Upon the closing of the Merger, the Reporting Person received $829,953.30 in cash in settlement of the outstanding RSUs, less applicable withholding taxes.
Represents 74,296 shares of Company Common Stock underlying outstanding performance stock units ("PSUs"), which provides for maximum performance of 200% of applicable performance metrics. The PSUs were granted under the 2016 Plan but not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value. Upon the closing of the Merger, the Reporting Person received $2,481,776.15 in cash in settlement of the outstanding PSUs, less applicable withholding taxes.
Former Executive Vice President, Chief Growth Officer
/s/ Jolyn J. Sebree, Attorney-in-Fact
2023-11-07