Sec Form 4 Filing - Jacobs Andrew Wilson @ Hostess Brands, Inc. - 2021-06-04

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., 7905 QUIVIRA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2021 (Street) LENEXA, KS66215 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 06/04/2021 M 15,000 A $ 13.95 103,250 D Class A Common Stock, par value $0.0001 per share 06/04/2021 M 78,749 A $ 15.78 181,999 D Class A Common Stock, par value $0.0001 per share 06/04/2021 M 70,201 A $ 11.35 252,200 D Class A Common Stock, par value $0.0001 per share 06/04/2021 M 19,163 A $ 13.9 271,363 D Class A Common Stock, par value $0.0001 per share 06/04/2021 S 166,797 D $ 15.9638 ( 1 ) 104,566 D Restricted Stock Units ( 2 ) 72,755 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 $ 13.95 06/04/2021 M 15,000 ( 3 ) 12/06/2027 Class A Common Stock 15,000 $ 0 5,000 D Stock Options $ 15.78 06/04/2021 M 78,749 ( 4 ) 03/22/2027 Class A Common Stock 78,749 $ 0 0 D Stock Options $ 11.35 06/04/2021 M 70,201 ( 5 ) 01/10/2029 Class A Common Stock 70,201 $ 0 35,101 D Stock Options $ 13.9 06/04/2021 M 19,163 ( 6 ) 01/20/2030 Class A Common Stock 19,163 $ 0 38,328 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jacobs Andrew Wilson C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA, KS66215 See Remarks Signatures /s/ Jolyn J. Sebree, Attorney-in-Fact 06/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the weighted average price of sales on June 4, 2021. The shares were sold in multiple transactions at prices ranging from $15.90 to $16.12, 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. ( 2 )Consists of previously disclosed restricted stock units that remain subject to time-based vesting criteria. ( 3 )Such options vested in equal or nearly equal installments on December 6 of each of 2018, 2019, and 2020 and became exercisable upon vesting. The remaining stock options will vest on December 6, 2021. ( 4 )All of such options vested in equal or nearly equal installments on November 4, 2017, 2018, 2019 and 2020 and became exercisable upon vesting. ( 5 )Such options vested in equal or nearly equal installments on January 11 of each of 2020 and 2021 and became exercisable upon vesting. The remaining stock options will vest on January 11, 2022. ( 6 )Such options vested and became exercisable on January 21, 2021. The remaining stock options will vest in equal or nearly equal installments on January 11 of each of 2022 and 2023.

Remarks: Executive Vice President, Chief Customer & Experience 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).

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