Gores Sponsor Form 4 Hostess Brands / Alec E Gores ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gores Sponsor LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)

1. Name and Address of Reporting Person^*

Gores Sponsor LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AEG Holdings, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last) (First) (Middle)

C/O AEG HOLDINGS, LLC

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PLATINUM EQUITY LLC

(Last) (First) (Middle)

360 NORTH CRESCENT DRIVE

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Tom

(Last) (First) (Middle)

C/O PLATINUM EQUITY, LLC

360 NORTH CRESCENT DRIVE

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

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.

	GORES SPONSOR LLC By: AEG Holdings, LLC, its Managing Member By: /s/ Alec Gores Title: Managing Member	01/08/2018
	By: Platinum Equity, LLC, its Managing Member By: /s/ Mary Ann Sigler Title: Chief Financial Officer	01/08/2018
	** Signature of Reporting Person	Date
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