| 1 | NAME OF REPORTING PERSONS | | |
| Tom Gores | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS | | |
| OO | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| United States | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| 0 (see Item 5) | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 8,764,045 (1) (see Item 5) | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 (1) (see Item 5) | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 8,764,045 (1) (see Item 5) | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 8,764,045 (1) (see Item 5) | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 8.5% (1) (see Item 5) | | |
| | |
| 14 | TYPE OF REPORTING PERSON | | |
| IN | | |
| | |
This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D originally filed on November 14, 2016, as amended (the “Schedule 13D”), and is filed jointly by Gores Sponsor LLC (“Gores Sponsor”), AEG Holdings, LLC (“AEG”), Platinum Equity, LLC (“Platinum Equity”), Alec Gores (“Alec Gores”), and Tom Gores (“Tom Gores”), each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons,” with respect to the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented as follows:
On December 13, 2017, Gores Sponsor made certain distributions of securities of the Issuer to its members, as described in Item 5(c) of the Amendment No. 5.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and supplemented as follows:
(a)-(b) The responses of the Reporting Persons to Rows (7) to (13) of the cover pages of this Amendment No. 5 as of January 8, 2017, are incorporated herein by reference. For the purpose of calculating the percentage in Row (13) of the cover page of each Reporting Person, the number of shares of Class A Common Stock outstanding is based on (i) 100,072,032 shares of Class A Common Stock outstanding as of November 13, 2017, as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(3) on November 15, 2017, plus (ii) the number of shares of Class A Common Stock issuable upon exercise of Private Placement Warrants owned by such Reporting Person, if any. AEG and Platinum Equity are the managing members of Gores Sponsor. Alec Gores is the managing member of AEG, and Tom Gores is the managing member of Platinum Equity. As a consequence of these relationships, (x) each of AEG, Platinum Equity, Alec Gores and Tom Gores may be deemed to share beneficial ownership of the securities held by Gores Sponsor, (y) Alec Gores may be deemed to share beneficial ownership of the securities held by AEG and (z) Tom Gores may be deemed to share beneficial ownership of the securities held by Platinum Equity.
(c) Since Amendment No. 4 of Schedule 13D, through and including January 8, 2017, no transactions were effected in the Class A Common Stock by the Reporting Persons except that Gores Sponsor made the following distributions to its members (which includes Platinum Equity) on December 13, 2017: 2,678,572 shares of Class A Common Stock, and 7,227,274 Private Placement Warrants (representing the right to purchase 3,613,637 shares of Class A Common Stock).
(d) Not applicable.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
