0000899243-23-020202.txt : 20231107 0000899243-23-020202.hdr.sgml : 20231107 20231107183734 ACCESSION NUMBER: 0000899243-23-020202 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: Kaminski Jerry D CENTRAL INDEX KEY: 0001688880 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37540 FILM NUMBER: 231385460 MAIL ADDRESS: STREET 1: 1 EAST ARMOUR BOULEVARD CITY: KANSAS CITY STATE: MO ZIP: 64111 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 0001688880 Kaminski Jerry D C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA KS 66215 1 0 0 0 0 Class A Common Stock, par value $0.0001 per share 2023-11-07 4 D 0 48258 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"), Purchaser completed an exchange 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 and (ii) 0.03002 Smucker common shares, no par value, plus cash in lieu of fractional shares, in each case, without interest. 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"). (Continued from Footnote 1) The disposition of the securities by the Reporting Person in 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. Includes (i) 5,210 outstanding restricted stock units ("RSUs") and (ii) 43,048 shares of fully vested RSUs representing the right to receive an equivalent number of shares of Company Common Stock (the "Deferred Stock"). Upon consummation of the Merger, under the terms of the Merger Agreement, each RSU and all Deferred Stock was cancelled in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs and Deferred Stock, by (y) the Merger Consideration Value (as defined in the Merger Agreement) (the "Equity Award Consideration"). Upon the closing of the Merger, the Reporting Person received Equity Award Consideration of $1,612,005.41. /s/ Jolyn J. Sebree, Attorney-in-Fact 2023-11-07