Sec Form 4 Filing - Gores Sponsor LLC @ Hostess Brands, Inc. - 2017-12-13

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
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)
X __ 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)
12/13/2017
(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 12/13/2017 J( 1 ) 2,678,572 D 2,571,170 D ( 2 ) ( 3 ) ( 7 )
Class A Common Stock 2,589,286 D ( 4 ) ( 7 )
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
Warrants (right to buy) $ 5.75 ( 5 ) 12/13/2017 J( 1 ) 7,227,274 12/04/2016 11/04/2021 Class A Common Stock 3,613,637 ( 5 ) ( 6 ) ( 1 ) 1,702,201 ( 5 ) D ( 2 ) ( 3 ) ( 7 )
Warrants (right to buy) $ 5.75 ( 5 ) 12/04/2016 11/04/2021 Class A Common Stock 2,752,489 ( 5 ) 5,504,978 ( 5 ) D ( 4 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gores Sponsor LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X X
AEG Holdings, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X X
Gores Alec E
C/O AEG HOLDINGS, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X X
PLATINUM EQUITY LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA90210
X X
Gores Tom
C/O PLATINUM EQUITY, LLC
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CA90210
X X
Signatures
GORES SPONSOR LLC By: AEG Holdings, LLC, its Managing Member By: /s/ Alec Gores Title: Managing Member 01/08/2018
Signature of Reporting Person Date
By: Platinum Equity, LLC, its Managing Member By: /s/ Mary Ann Sigler Title: Chief Financial Officer 01/08/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Gores Sponsor LLC ("Gores Sponsor") made an in-kind distribution to its members.
( 2 )Directly owned by Gores Sponsor.
( 3 )Platinum Equity LLC ("Platinum Equity") and AEG Holdings, LLC ("AEG") are the managing members of Gores Sponsor. Tom Gores is the managing member of Platinum Equity, and Alec Gores is the managing member of AEG. Each of Platinum Equity, AEG, Tom Gores and Alex Gores has indirect beneficial ownership of the securities owned by Gores Sponsor to the extent of their respective pecuniary interests, if any.
( 4 )Directly owned by Platinum Equity. Tom Gores has indirect beneficial ownership of the securities owned by Platinum Equity to the extent of his pecuniary interest.
( 5 )Each warrant is exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock.
( 6 )Relates to the number shares underlying the warrants disclosed in column 5 as distributed.
( 7 )Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:
Exhibit 99.1 (Joint Filer Information), incorporated herein by reference.

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