Sec Form 4 Filing - Toler William Douglas @ Hostess Brands, Inc. - 2017-03-23

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 Toler William Douglas 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O HOSTESS BRANDS, INC., 1 EAST ARMOUR BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2017 (Street) KANSAS CITY, MO64111 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 ( 1 ) 03/23/2017 A 435,000 A $ 0 435,000 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 Stock Options $ 15.78 03/23/2017 A 437,498 ( 2 ) 03/22/2027 Class A Common Stock 437,498 $ 0 437,498 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Toler William Douglas C/O HOSTESS BRANDS, INC. 1 EAST ARMOUR BOULEVARD KANSAS CITY, MO64111 See Remarks Signatures /s/ Thomas Peterson, Attorney-in-Fact 03/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of a grant of restricted shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Hostess Brands, Inc. (the "Company"), subject to time-based vesting. Such restricted shares shall vest in equal or nearly equal installments on each of January 1, 2018, November 4, 2018 and November 4, 2019 (a "Vesting Date"), assuming continued employment through the applicable Vesting Date. Notwithstanding the foregoing, no installment will vest on a Vesting Date if the Company's earnings per share as reported to investors for the fiscal year ending immediately prior to such Vesting Date is not positive. ( 2 )Consists of a grant of options to purchase shares of Class A Common Stock. Such options are subject to vesting in equal or nearly equal installments on November 4 of each of 2017, 2018, 2019 and 2020 (an "Option Vesting Date"), assuming continued employment through the applicable Option Vesting Date.

Remarks: President and Chief Executive Officer

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).

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