Larry E. Bodner - 07 Nov 2023 Form 4 Insider Report for Hostess Brands, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 07 Nov 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 07 Nov 2023, 18:38:47 UTC
Prior SEC filing: 28 Sep 2023
Next SEC filing: 14 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Jolyn J. Sebree, Attorney-in-Fact

Key filing fact

Larry E. Bodner filed Form 4 for Hostess Brands, Inc. on 07 Nov 2023.

Key facts

This page summarizes Larry E. Bodner's Form 4 filing for Hostess Brands, Inc..
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 07 Nov 2023, 18:38.

Change

Previous filing in this sequence was filed on 28 Sep 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TWNK transaction

Class A Common Stock, par value $0.0001 per share

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -17%
Price
Shares after: 48,258
Date: 07 Nov 2023
Ownership: Direct
Footnotes: F1, F2, F3

TWNK transaction

Class A Common Stock, par value $0.0001 per share

Disposed to Issuer

Transaction value
Shares: -48,258
Change %: -100%
Price
Shares after: 0
Date: 07 Nov 2023
Ownership: Direct
Footnotes: F1, F2, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Larry E. Bodner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

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 (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest. Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company,

Footnote F2

(Continued from Footnote 1) 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.

Footnote F3

The Reporting Person tendered in the Offer 10,000 shares of Company Common Stock and received Offer Consideration of (i) $300,000 in Cash Consideration and (ii) 300 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.

Footnote F4

Includes (i) 5,210 outstanding restricted stock units ("RSUs") and (ii) 43,048 shares of fully vested RSUs representing the right to receive an equivalent number of shares of Company Common Stock (the "Deferred Stock").

Footnote F5

Upon consummation of the Merger, under the terms of the Merger Agreement, each RSU and all Deferred Stock was cancelled in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs and Deferred Stock, by (y) the Merger Consideration Value (as defined in the Merger Agreement) (the "Equity Award Consideration"). Upon the closing of the Merger, the Reporting Person received Equity Award Consideration of $1,612,005.41.