This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13D originally filed on November 14, 2016, as amended (the “Schedule 13D”), and is filed jointly by Gores Sponsor LLC (“Gores Sponsor”), AEG Holdings, LLC (“AEG”), Platinum Equity, LLC (“Platinum Equity”), Alec Gores (“Alec Gores”), and Tom Gores (“Tom Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
Since the filing of Amendment No. 2 to this Schedule 13D, as described in Item 5(c) of this Amendment No. 3, Gores Sponsor has made certain distributions of securities of the Issuer to its members. The Reporting Persons intend to review their investments in the securities of the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time. The Reporting Persons intend to dispose of some or all of their interest in the securities of the Issuer owned (or acquired pursuant to the exercise of the Private Placement Warrants) in the open market, in privately negotiated transactions, through derivative transactions, through public offerings, through distributions to their members (as applicable), or otherwise, depending on the course of action the Reporting Persons pursue, market conditions, and other factors. The Reporting Persons may also acquire additional securities of the Issuer in the open market, in privately negotiated transactions, through derivative transactions, through the exercise of the Private Placement Warrants, or otherwise, depending on the course of action the Reporting Persons pursue, market conditions, and other factors. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s board of directors. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Issuer, the possible activities of the Reporting Persons are subject to change at any time. Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a)-(b)
The responses of the Reporting Persons to Rows (7) to (13) of the cover pages of this Amendment No. 3 as of September 18, 2017, are incorporated herein by reference. As of September 18, 2017, Gores Sponsor held 7,950,100 shares of Class A Common Stock and 16,580,989 Private Placement Warrants. AEG and 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. As a consequence of these relationships, each of AEG, Platinum Equity, Alec Gores and Tom Gores may be deemed to share beneficial ownership of the securities held by Gores Sponsor. Accordingly, as of September 18, 2017, the Reporting Persons beneficially owned 16,240,594 shares of Class A Common Stock (including 8,290,494 shares of Class A Common Stock issuable upon exercise of 16,580,989 Private Placement Warrants), which represents 15.0% of the Class A Common Stock outstanding (based upon 108,282,678 shares of Class A Common Stock outstanding, which is (i) 99,992,183 shares of Class A Common Stock outstanding as of August 4, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on August 8, 2017, plus (ii) 8,290,494 shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants held by Gores Sponsor).
(c)
Since Amendment No. 2, through and including September 18, 2017, no transactions were effected in the Class A Common Stock by the Reporting Person except that Gores Sponsor made the following distributions to its members: on June 1, 2017 - 846,465 shares of Class A Common Stock; on August 1, 2017 - 387,364 shares of Class A Common Stock; and on September 14, 2017 - 419,011 Private Placement Warrants (representing the right to purchase 209,505 shares of Class A Common Stock).
(d)
Not applicable.
(e)
Not applicable.