FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gores Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol

Hostess Brands, Inc. [ TWNK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9800 WILSHIRE BLVD., 
3. Date of Earliest Transaction (MM/DD/YYYY)

12/13/2017
(Street)

BEVERLY HILLS, CA 90212
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   12/13/2017     J (1)    2678572   D   (1) 2571170   D   (2) (3) (7)  
Class A Common Stock                  2589286   D   (4) (7)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy)   $5.75   (5) 12/13/2017     J   (1)       7227274    12/4/2016   11/4/2021   Class A Common Stock   3613637   (5) (6)   (1) 1702201   (5) D   (2) (3) (7)  
Warrants (right to buy)   $5.75   (5)                  12/4/2016   11/4/2021   Class A Common Stock   2752489   (5)   5504978   (5) D   (4) (7)  

Explanation of Responses:
(1)  Gores Sponsor LLC ("Gores Sponsor") made an in-kind distribution to its members.
(2)  Directly owned by Gores Sponsor.
(3)  Platinum Equity LLC ("Platinum Equity") and AEG Holdings, LLC ("AEG") are the managing members of Gores Sponsor. Tom Gores is the managing member of Platinum Equity, and Alec Gores is the managing member of AEG. Each of Platinum Equity, AEG, Tom Gores and Alex Gores has indirect beneficial ownership of the securities owned by Gores Sponsor to the extent of their respective pecuniary interests, if any.
(4)  Directly owned by Platinum Equity. Tom Gores has indirect beneficial ownership of the securities owned by Platinum Equity to the extent of his pecuniary interest.
(5)  Each warrant is exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock.
(6)  Relates to the number shares underlying the warrants disclosed in column 5 as distributed.
(7)  Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:
Exhibit 99.1 (Joint Filer Information), incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gores Sponsor LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
X X

AEG Holdings, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
X X

Gores Alec E
C/O AEG HOLDINGS, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA 90212
X X

PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA 90210
X X

Gores Tom
C/O PLATINUM EQUITY, LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA 90210
X X


Signatures
GORES SPONSOR LLC By: AEG Holdings, LLC, its Managing Member By: /s/ Alec Gores Title: Managing Member 1/8/2018
** Signature of Reporting Person Date

By: Platinum Equity, LLC, its Managing Member By: /s/ Mary Ann Sigler Title: Chief Financial Officer 1/8/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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