Sec Form 4 Filing - Sebree Jolyn Jenssen @ Hostess Brands, Inc. - 2023-11-07

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 Sebree Jolyn Jenssen 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) 11/07/2023 (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 11/07/2023 D 75,407 ( 1 ) ( 2 ) ( 3 ) D 105,171 D Class A Common Stock, par value $0.0001 per share 11/07/2023 D 26,063 ( 1 ) ( 2 ) ( 4 ) D 79,108 D Class A Common Stock, par value $0.0001 per share 11/07/2023 D 79,108 ( 1 ) ( 2 ) ( 5 ) D 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 Employee Stock Option (Right to Buy) $ 15.78 11/07/2023 D 30,623 ( 1 )( 2 )( 6 ) 03/22/2027 Class A Common Stock, par value $0.0001 per share 30,623 $ 17.62 ( 1 ) ( 2 ) ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 11.35 11/07/2023 D 32,401 ( 1 )( 2 )( 7 ) 01/10/2029 Class A Common Stock, par value $0.0001 per share 32,401 $ 22.05 ( 1 ) ( 2 ) ( 7 ) 0 D Employee Stock Option (Right to Buy) $ 13.9 11/07/2023 D 20,906 ( 1 )( 2 )( 8 ) 01/20/2030 Class A Common Stock, par value $0.0001 per share 20,906 $ 19.5 ( 1 ) ( 2 ) ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sebree Jolyn Jenssen C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA, KS66215 See Remarks Signatures /s/ Jolyn J. Sebree 11/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Agreement and Plan of Merger, by and among Hostess Brands, Inc. (the "Company"), The J. M. Smucker Company ("Smucker"), and SSF Holdings, Inc. (the "Purchaser"), dated September 10, 2023 (the "Merger Agreement"), on November 7, 2023, Purchaser completed an exchange offer (the "Offer") to purchase any and all of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Company Common Stock"), in exchange for (i) $30.00 in cash (the "Cash Consideration") and (ii) 0.03002 Smucker common shares, no par value ("Smucker Common Shares") (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest. ( 2 )(Continued from Footnote 1) Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Smucker (the "Merger"). The disposition of the securities by the Reporting Person in the Offer and the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. ( 3 )The Reporting Person tendered in the Offer 75,407 shares of Company Common Stock (which includes 529 shares of Company Common Stock purchased pursuant to the Hostess Brands, Inc. 2022 Employee Stock Purchase Plan for the offer period ended September 30, 2023 and not previously reported) and received Offer Consideration of (i) $2,262,210 in Cash Consideration and (ii) 2,263 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest. ( 4 )Represents 26,063 shares of Company Common Stock underlying outstanding restricted stock units ("RSUs"), granted under the Hostess Brands' Amended and Restated 2016 Equity Plan (the "2016 Plan"), that under the terms of the Merger Agreement were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs, by (y) the Merger Consideration Value (as defined in the Merger Agreement). Upon the closing of the Merger, the Reporting Person received $870,605.85 in cash in settlement of the outstanding RSUs, less applicable withholding taxes. ( 5 )Represents 79,108 shares of Company Common Stock underlying outstanding performance stock units ("PSUs"), which provides for maximum performance of 200% of applicable performance metrics. The PSUs were granted under the 2016 Plan but not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value. Upon the closing of the Merger, the Reporting Person received $2,642,515.72 in cash in settlement of the outstanding PSUs, less applicable withholding taxes. ( 6 )These options, which vested in four equal annual installments beginning on November 4, 2017, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $539,696.69, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes. ( 7 )These options, which vested in three equal annual installments beginning on January 11, 2020, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $714,568.41, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes. ( 8 )These options, which vested in three equal annual installments beginning on January 21, 2021, were cancelled under the terms of the Merger Agreement in the Merger in exchange for a cash payment of $407,748.53, representing the difference between the Merger Consideration Value and the exercise price of such options, less applicable withholding taxes.

Remarks: Former Senior Vice President, General Counsel & Secretary

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