Sec Form 4 Filing - CDM Hostess Class C, LLC @ Hostess Brands, Inc. - 2017-06-07

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CDM Hostess Class C, LLC
2. Issuer Name and Ticker or Trading Symbol
Hostess Brands, Inc. [ TWNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
200 GREENWICH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2017
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 06/07/2017 J( 1 ) 214,000 A 214,000 D
Class A Common Stock 06/07/2017 S 214,000 D $ 16.7027 ( 2 ) 0 D
Class A Common Stock 06/08/2017 J( 1 ) 162,211 A 162,211 D
Class A Common Stock 06/08/2017 S 162,211 D $ 16.7035 ( 3 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Class B Common Stock ( 1 ) 06/07/2017 J( 1 ) 214,000 ( 1 ) ( 1 ) Class A Common Stock 214,000 ( 1 ) 1,512,120 D
Class B Common Stock ( 1 ) 06/08/2017 J( 1 ) 162,211 ( 1 ) ( 1 ) Class A Common Stock 162,211 ( 1 ) 1,349,909 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CDM Hostess Class C, LLC
200 GREENWICH AVENUE
GREENWICH, CT06830
See Remarks
Signatures
/s/ C. Dean Metropoulos 06/09/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Exchange Agreement, dated November 4, 2016, by and between 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.
( 2 )Reflects the weighted average price of sales on June 7, 2017. The shares were sold in multiple transactions at prices ranging from $16.70 to $16.73, inclusive. 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.
( 3 )Reflects the weighted average price of sales on June 8, 2017. The shares were sold in multiple transactions at prices ranging from $16.70 to $16.74, inclusive. 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.

Remarks:
Member of Director/Officer/10% owner group

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).
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