Key facts
- This page summarizes Craig D. Steeneck's Form 4 filing for Hostess Brands, Inc..
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 07 Nov 2023, 18:47.
Craig D. Steeneck - 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, 18:47:33 UTC
- Prior SEC filing
- 06 Nov 2023
- Next SEC filing
- 20 Mar 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Jolyn J. Sebree, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Craig D. Steeneck filed Form 4 for Hostess Brands, Inc. on 07 Nov 2023.
Change
- Previous filing in this sequence was filed on 06 Nov 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
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
- -48,258
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 07 Nov 2023
- Ownership
- Direct
- Footnotes
- F1, F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Craig D. Steeneck is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 4 footnotes
Footnote F1
Pursuant to the terms of that certain Agreement and Plan of Merger, by and among the 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 and (ii) 0.03002 Smucker common shares, no par value, plus cash in lieu of fractional shares, in each case, without interest.
Footnote F2
(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.
Footnote F3
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 F4
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.