TWNK Hostess Brands Inc

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 14, 2016, as amended to date, (the “Statement”), relating to the Class A common stock (the “Class A Common Stock”), of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

Item 5 is hereby amended and supplemented as follows:

(a)-(b) On April 19, 2017, Gores Sponsor LLC (“Gores Sponsor”) sold 1,000,000 shares of Class A Common Stock pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s Rule 424(b)(4) final prospectus supplement (File No. 333-214603) filed with the Securities and Exchange Commission on April 13, 2017, and the underwriting agreement dated as of April 12, 2017 (the “Underwriting Agreement”), among the Issuer, Gores Sponsor, CDM Hostess Class C, LLC (“CDM Hostess”), and AP Hostess Holdings, LP (the “Selling Stockholders”), and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as the underwriters (the “Underwriters”). Following the sale of shares of Class A Common Stock by Gores Sponsor, Gores Sponsor is the record holder of an aggregate of 17,633,929 shares of Class A Common Stock, which represents approximately 16.4% of the Issuer’s outstanding Class A Common Stock.

The following table sets forth the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each Reporting Person as of the date hereof, as well as the number of shares of Class A Common Stock as to which each of the Reporting Persons has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based upon 107,785,917 shares of Class A Common Stock outstanding, including (i) 99,285,917 shares of Class A Common Stock outstanding as of April 18, 2017, as reported in the Current Report on Form 8-K filed by the Issuer on April 19, 2017 and (ii) 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants. The shares of Class A Common Stock held by each of the Reporting Persons includes 8,500,000 shares of Class A Common Stock issuable upon exercise of 17,000,000 Private Placement Warrants held of record by Gores Sponsor.

The securities reported herein are held of record by Gores Sponsor. AEG Holdings, LLC (“AEG”) and Platinum Equity, LLC (“Platinum Equity”) are the managing managers of Gores Sponsor. Alec Gores is the managing member of AEG. Tom Gores is the managing member of Platinum Equity. Accordingly, each of AEG, Platinum Equity, Alec Gores and Tom Gores may be deemed to share beneficial ownership of the securities held of record by Gores Sponsor.

(c)    There have been no reportable transactions with respect to the Class A Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.

(d)    Not applicable.

(e)    Not applicable.

Item 6 is hereby supplemented as follows:

Underwriting Agreement

On April 12, 2017, the Issuer, the Selling Stockholders, and the Underwriters, entered into the Underwriting Agreement with respect to, among other things, the sale by Gores Sponsor of up to an aggregate of 1,000,000 shares of Class A Common Stock of the Issuer (including 130,435 shares sold pursuant to the Underwriters’ exercise of their overallotment option in full). Closing of the sale of the shares of Class A Common Stock sold by Gores Sponsor occurred on April 19, 2017.

Lock-up Agreement

In connection with the Offering, the Selling Stockholders agreed to enter into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriters, pursuant to which Gores Sponsor agreed that for a period from April 10, 2017 until May 31, 2017 (the “Lock-Up Period”), except with the prior written consent of the Underwriter, Gores Sponsor would not, among other things and subject to certain exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, with respect to, any shares of Class A Common Stock, any other securities of the Issuer that are substantially similar to Class A Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase or subscribe for, the foregoing (collectively, the “Lock-Up Securities”); or (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise.

The summaries of the Underwriting Agreement and the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to those agreements, which are attached to this Amendment No. 2 to Schedule 13D as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by this reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 19, 2017