Hostess CDM Co-Invest, LLC 4

4 · Hostess Brands, Inc. · Filed Oct 27, 2020

Form 4

Period: 2020-10-23

Other

Transactions

Other
Class A Common Stock
[F1]
2020-10-23+100→ 100 total
Sale
Class A Common Stock
[F2]
2020-10-23$13.25/sh−100$1,325→ 0 total
Other
Class A Common Stock
[F1]
2020-10-27+47,895→ 47,895 total
Sale
Class A Common Stock
[F3]
2020-10-27$13.27/sh−47,895$635,576→ 0 total
Other
Class B Common Stock
[F1]
2020-10-23−100→ 4,616,392 total
→ Class A Common Stock (100 underlying)
Other
Class B Common Stock
[F1]
2020-10-27−47,895→ 4,568,497 total
→ Class A Common Stock (47,895 underlying)

Footnotes (3)

[F1]Pursuant to the Exchange Agreement, dated November 4, 2016, by and between Hostess Brands, Inc. (the "Issuer"), the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.
[F2]The shares were sold pursuant to a 10b5-1 plan established by C. Dean Metropoulos, the controlling person of the reporting person, as of September 14, 2020, to provide for sales of shares, from time to time, by entities controlled thereby, within pre-determined price and quantity limits.
[F3]Reflects the weighted average price of sales on October 27, 2020. The shares were sold pursuant to a 10b5-1 plan in multiple transactions at prices ranging from $13.25 to $13.30, inclusive. The 10b5-1 trading plan was established by C. Dean Metropoulos, the controlling person of the reporting person, as of September 14, 2020, to provide for sales of shares, from time to time, by entities controlled thereby, within pre-determined price and quantity limits. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

Signature

/s/ C. Dean Metropoulos|2020-10-27

Documents

1 file