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