Sec Form 4 Filing - Jacobs Andrew Wilson @ Hostess Brands, Inc. - 2018-03-06

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
Jacobs Andrew Wilson
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)
03/06/2018
(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, par value $0.0001 per share 03/06/2018 F( 1 ) 7,732 D $ 14.35 18,934 D
Restricted Stock Units ( 2 ) 03/07/2018 A 13,270 A $ 0 13,270 D
Restricted Stock Units ( 3 ) 58,334 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobs Andrew Wilson
C/O HOSTESS BRANDS, INC.
1 EAST ARMOUR BOULEVARD
KANSAS CITY, MO64111
See Remarks
Signatures
/s/ Jolyn J. Sebree, Attorney-in-Fact 03/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 6, 2018, following the determination by the Compensation Committee of Hostess Brands, Inc. (the "Company") that the 2017 positive earnings per share condition to the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units granted to the reporting person on March 23, 2017 was satisfied, the Company withheld 7,732 shares of Class A common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $14.35 per share, the closing price of the Class A common stock on the immediately preceding trading date.
( 2 )On March 23, 2017, the Company granted an award of performance share units to the reporting person, the vesting of which is subject to the satisfaction of annual Adjusted EBITDA targets and continued employment during the three-year vesting period. On March 7, 2018, the Compensation Committee determined that, based upon the Company's Adjusted EBITDA for the year ended December 31, 2017, the performance condition with respect to the listed number of such performance share units was satisfied. The vesting of such units remains subject to the time-based vesting criteria.
( 3 )Consists of the remaining previously disclosed restricted stock units referred to in Note 1 above and a subsequent restricted stock unit award that remain subject to time-based vesting criteria.

Remarks:
Executive Vice President, Chief Operating Officer

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