0000899243-23-020189.txt : 20231107
0000899243-23-020189.hdr.sgml : 20231107
20231107182512
ACCESSION NUMBER: 0000899243-23-020189
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: Leonard Travis E.
CENTRAL INDEX KEY: 0001930761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37540
FILM NUMBER: 231385441
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
0001930761
Leonard Travis E.
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
13458
D
80271
D
Class A Common Stock, par value $0.0001 per share
2023-11-07
4
D
0
24439
D
55832
D
Class A Common Stock, par value $0.0001 per share
2023-11-07
4
D
0
55832
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 13,458 shares of Company Common Stock (which includes 621 shares of Company Common Stock purchased pursuant to the Hostess Brands, Inc. 2022 Employee Stock Purchase Plan for the offer period ended September 30, 2023 and not previously reported) and received Offer Consideration of (i) $403,740 in Cash Consideration and (ii) 404 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.
Represents 24,439 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 $816,357.91 in cash in settlement of the outstanding RSUs, less applicable withholding taxes.
Represents 55,832 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 $1,865,006.54 in cash in settlement of the outstanding PSUs, less applicable withholding taxes.
Former Executive Vice President, Chief Financial Officer
/s/ Jolyn J. Sebree, Attorney-in-Fact
2023-11-07