UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 7
Information To Be Included in Statements Filed Pursuant to §240.13d-1(a) and
Amendments Thereto Filed Pursuant to §240.13d-2(a)
Hostess Brands, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
44109J106
(CUSIP Number)
Gores Sponsor LLC
9800 Wilshire Blvd.
Los Angeles, CA 90212
310-209-3010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 7, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 44109J 106 | 13D | Page 2 of 4 Pages |
| 1 | NAME OF REPORTING PERSONS
Platinum Equity, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
6,525,864 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
6,525,864 (1) (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,525,864 (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)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 3,773,375 shares of Class A Common Stock and 2,752,489 shares of Class A Common Stock issuable upon exercise of 5,504,978 warrants to purchase 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 (“Private Placement Warrants”) directly owned by Platinum Equity, LLC (“Platinum Equity”). |
| CUSIP No. 44109J 106 | 13D | Page 3 of 4 Pages |
| 1 | NAME OF REPORTING PERSONS
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 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
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
2,060,428 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,060,428 (1) (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,428 (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)
2.1% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents 2,060,428 shares of Class A Common Stock directly owned by Pacific Credit Corp., a corporation of which Alec Gores is an officer and owner of a majority of the outstanding shares (“PCC”). |
| CUSIP No. 44109J 106 | 13D | Page 4 of 4 Pages |
| 1 | NAME OF REPORTING PERSONS
Tom Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (1) (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
00 | |||||
| 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
| 7 | SOLE VOTING POWER
0 (see Item 5) | ||||
| 8 | SHARED VOTING POWER
6,525,864 (1) (see Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (see Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
6,525,864 (1) (see Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,525,864 (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)
6.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents the shares of Class A Common Stock and Private Placement Warrants beneficially owned by Platinum Equity, including 3,773,375 shares of Class A Common Stock and 2,752,489 shares of Class A Common Stock issuable upon exercise of 5,504,978 Private Placement Warrants directly owned by Platinum Equity. |
Explanatory Note
This Amendment No. 7 (“Amendment No. 7”) 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 March 22, 2018, Platinum Equity sold 100,000 shares of Class A Common Stock, as described in Item 5(c) of this Amendment No. 7, which description thereof is incorporated by reference herein.
On July 17, 2018, PCC sold all 2,894,822 Private Placement Warrants directly owned thereby, as described in Item 5(c) of this Amendment No. 7, which description thereof is incorporated by reference herein, and of which beneficial ownership was previously attributed to Alec Gores.
On September 7, 2018, Gores Sponsor made certain distributions of securities of the Issuer to its members, as described in Item 5(c) of this Amendment No. 7, which description thereof is incorporated by reference herein.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) are 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. 7 as of September 30, 2018, 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) 99,919,503 shares of Class A Common Stock outstanding as of August 6, 2018, as reported in the Quarterly Report on
Form10-Q for the quarter ended June 30, 2018 filed by the Issuer on August 7, 2018, 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. As described in the footnotes to the cover pages of this Amendment No. 7, the securities of the Issuer beneficially owned by AEG and Alec Gores include shares of Class A Common Stock owned by The Gores Group, LLC, a wholly-owned subsidiary of AEG.
(c) On March 22, 2018, Platinum Equity sold 100,000 shares of Class A Common Stock in open market transactions on NASDAQ. The number of shares of Class A Common Stock and the sale price thereof is set forth below:
Class A Common Stock
Date | Number of Shares | Price Per Share | Aggregate Sale Price | |||||||||
March 22, 2018 | 100,000 | $ | 14.22 | 1,422,000 | ||||||||
On July 17, 2018, PCC sold 2,894,822 Private Placement Warrants in open market transactions on NASDAQ. The number of Private Placement Warrants and the sale price thereof is set forth below:
Private Placement Warrants
Date | Number of Warrants | Price Per Warrant | Aggregate Sale Price | |||||||||
July 17, 2018 | 2,193,327 | $ | 1.90 | $ | 4,145,474.85 | |||||||
July 17, 2018 | 520,838 | $ | 1.90 | $ | 984,418.95 | |||||||
July 17, 2018 | 180,657 | $ | 2.0344 | $ | 365,714.21 | |||||||
On September 7, 2018, Gores Sponsor distributed 44,643 shares of Class A Common Stock and 1,702,201 Private Placement Warrants to its members. Following such distribution, Gores Sponsor ceased to beneficially own any securities of the Issuer.
SIGNATURE
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.
Dated: October 1, 2018
| GORES SPONSOR LLC | ||||
| By: AEG Holdings, LLC, its Managing Member | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | Managing Member | |||
| By: Platinum Equity, LLC, its Managing Member | ||||
| By: | /s/ Mary Ann Sigler | |||
| Name: | Mary Ann Sigler | |||
| Title: | Chief Financial Officer | |||
| AEG HOLDINGS, LLC | ||||
| By: | /s/ Alec Gores | |||
| Name: | Alec Gores | |||
| Title: | Managing Member | |||
| PLATINUM EQUITY, LLC | ||||
| By: | /s/ Mary Ann Sigler | |||
| Name: | Mary Ann Sigler | |||
| Title: | Chief Financial Officer | |||
| ALEC GORES |
| /s/ Alec Gores |
| TOM GORES |
| /s/ Tom Gores |
