Hostess Brands, Inc.
|
(Name of Issuer)
|
Class A Common Stock, $0.0001 par value
|
(Title of Class of Securities)
|
382866101
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(CUSIP Number)
|
C. Dean Metropoulos
Chairman and Chief Executive Officer of Metropoulos & Co.
200 Greenwich Avenue
Greenwich, Connecticut 06830
Fax: (203) 629-6660
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: John C. Kennedy
Fax: (212) 757-3990
Email: jkennedy@paulweiss.com
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
September 13, 2019
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 382866101
|
SCHEDULE 13D |
Page 2 of 6
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Dean Metropoulos
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
1,003,539(1)
|
8
|
SHARED VOTING POWER
9,455,184(2)
|
|
9
|
SOLE DISPOSITIVE POWER
1,003,539(1)
|
|
10
|
SHARED DISPOSITIVE POWER
9,455,184(2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,458,723
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%(3)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 382866101
|
SCHEDULE 13D |
Page 3 of 6
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hostess CDM Co-Invest, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
9,455,184(4)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
9,455,184(4)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,455,184
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 382866101
|
SCHEDULE 13D |
Page 4 of 6
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 382866101
|
SCHEDULE 13D |
Page 5 of 6
|
Item 5.
|
Interest in Securities of the Issuer.
|
CUSIP No. 382866101
|
SCHEDULE 13D |
Page 6 of 6
|
C. DEAN METROPOULOS
|
|||
|
/s/ C. Dean Metropoulos
|
||
HOSTESS CDM CO-INVEST, LLC | |||
|
|||
By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
|
C. DEAN METROPOULOS
|
|||
|
/s/ C. Dean Metropoulos
|
||
HOSTESS CDM CO-INVEST, LLC | |||
|
|||
By: | /s/ Michael Cramer | ||
Name: |
Michael Cramer
|
||
Title: |
President and Secretary
|