Sec Form 4 Filing - Gores Sponsor LLC @ Hostess Brands, Inc. - 2017-01-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9800 WILSHIRE BLVD., 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2017 (Street) BEVERLY HILLS, CA90212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/09/2017 S 290,400 D $ 13.2682 ( 1 ) 10,369,332 I See footnote ( 2 ) Class A Common Stock 01/10/2017 S 185,403 D $ 13.7952 ( 3 ) 10,183,929 I See footnote ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gores Sponsor LLC 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X PLATINUM EQUITY LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X Gores Alec E C/O AEG HOLDINGS 9800 WILSHIRE BLVD. BEVERLY HILLS, CA90212 X Gores Tom C/O PLATINUM EQUITY LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS, CA90210 X Signatures GORES SPONSOR LLC, By: Platinum Equity, LLC, its managing member By: /s/ Mary Ann Sigler, Chief Financial Officer, By: AEG Holdings, LLC, its managing member By: /s/ Alec Gores, Managing Member 01/11/2017 Signature of Reporting Person Date AEG HOLDINGS, LLC, By: /s/ Alec Gores, Managing Member 01/11/2017 Signature of Reporting Person Date PLATINUM EQUITY, LLC, By: /s/ Mary Ann Sigler, Chief Financial Officer 01/11/2017 Signature of Reporting Person Date /s/ Alec Gores 01/11/2017 Signature of Reporting Person Date /s/ Mary Ann Sigler, Attorney-in-Fact for Tom Gores 01/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.1610 to $13.3496. The reporting persons undertake to provide Hostess Brands, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The securities reported herein are held of record by Gores Sponsor, LLC ("Gores Sponsor"). Platinum Equity LLC ("Platinum Equity") and AEG Holdings, LLC ("AEG") are the managing member of Gores Sponsor and as a result share the power to vote and dispose of the securities held of record by Gores Sponsor. Tom Gores, the chairman and chief executive officer of Platinum Equity, is the ultimate beneficial owner of Platinum Equity. Alec Gores is the managing member of AEG. As such, each of Platinum Equity, AEG and Tom Gores and Alec Gores may be deemed to share beneficial ownership of the securities beneficially owned by Gores Sponsor. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.4305to $13.9817. The reporting persons undertake to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 Number.