Hostess CDM Co-Invest SC 13D/A Hostess Brands, Inc.

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Hostess Brands, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

382866101

(CUSIP Number)

C. Dean Metropoulos

Chairman and Chief Executive Officer of Metropoulos & Co.

200 Greenwich Avenue

Greenwich, Connecticut 06830

Fax: (203) 629-6660

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY  10019-6064

Attention: John C. Kennedy

Fax: (212) 757-3990

Email: jkennedy@paulweiss.com

(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)

August 15, 2019

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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.  382866101 SCHEDULE 13D Page 2 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C. Dean Metropoulos
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 ITEMS 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 1,003,539(1)
	8	SHARED VOTING POWER 9,455,184(2)
	9	SOLE DISPOSITIVE POWER 1,003,539(1)
	10	SHARED DISPOSITIVE POWER 9,455,184(2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,458,723
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(3)
14	TYPE OF REPORTING PERSON IN

¹ Represents the 1,003,539 shares of Class A Common Stock (as defined herein) of the Issuer owned directly by Mr. Metropoulos in his individual capacity, which includes (i) 1,000,000 shares of Class A Common Stock that would result from the exercise of 2,000,000 warrants of the Issuer entitling the holder thereof to purchase one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share (the “Warrants”) held by Mr. Metropoulos and (ii) 3,539 shares of Class A Common Stock represented by 3,539 restricted stock units of the Issuer entitling the holder thereof to the right to receive shares of Class A Common Stock on a one-for-one basis.

² Represents 9,455,184 Units (as defined herein) that are exchangeable for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement (as defined herein), that may be deemed to be beneficially owned by Mr. Metropoulos in his capacity as the managing member of Hostess CDM Co-Invest, LLC and each of its series.  Mr. Metropoulos also has an indirect pecuniary interest in 1,935,644 of such Units.

³ All ownership percentages set forth in this Schedule 13D are calculated using a denominator of 130,323,655, the sum of (i) 109,323,871 shares of Class A Common Stock outstanding as of August 6, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on August 6, 2019, (ii) 1,000,000 shares of Class A Common Stock that the Reporting Persons (as defined herein) would receive in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants are exercised and (iii) 20,999,784 shares of Class A Common Stock that would result in the event all of issued and outstanding shares of the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and an equivalent number of Class B Units in Hostess Holdings L.P. (the “Class B Units” and, together with the Class B Common Stock, the “Units”) beneficially owned by the Reporting Persons were exchanged for shares of Class A Common Stock at the current exchange rate of one share of Class A Common Stock per one Unit.

CUSIP No.  382866101 SCHEDULE 13D Page 3 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hostess CDM Co-Invest, LLC
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 ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,455,184(4)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,455,184(4)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,455,184
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON OO

⁴ Represents 9,455,184 Units that are exchangeable for shares of Class A Common Stock of the Issuer, on a one-for-one basis, in accordance with the terms and subject to the restrictions set forth in the Exchange Agreement, which are directly owned by Hostess CDM Co-Invest (as defined herein) and may be deemed to be beneficially owned by Mr. Metropoulos in his capacity as the managing member of Hostess CDM Co-Invest. Mr. Metropoulos also has an indirect pecuniary interest in 1,935,644 of such Units.

CUSIP No.  382866101 SCHEDULE 13D Page 4 of 10

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CDM Hostess Class C, LLC
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 ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14	TYPE OF REPORTING PERSON OO

CUSIP No.  382866101 SCHEDULE 13D Page 6 of 10

Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 14, 2016, as amended by Amendment No. 1, dated April 24, 2017, and Amendment No. 2, dated May 20, 2019 (the “Statement”), relating to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Hostess Brands, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

As of May 17, 2019, as reflected in this Amendment, the Reporting Persons beneficially owned 10,458,723 shares of Class A Common Stock (the “Subject Shares”), representing approximately 8.0% of the issued and outstanding Class A Common Stock.

Item 2. Identity and Background.

No material change.

Item 3. Source or Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

No material change.

CUSIP No.  382866101 SCHEDULE 13D Page 7 of 10

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The information contained on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 3, 4 and 6 is hereby incorporated by reference in its entirety into this Item 5.

(a) and (b)

All ownership percentages set forth in this Schedule 13D are calculated using a denominator of 130,323,655, the sum of (i) 109,323,871 shares of Class A Common Stock outstanding as of August 6, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on August 6, 2019, (ii) 1,000,000 shares of Class A Common Stock that the Reporting Persons would receive in the event all of the Warrants beneficially owned by the Reporting Persons were exercised and no other outstanding Warrants are exercised and (iii) 20,999,784 shares of Class A Common Stock that would result in the event all of issued and outstanding shares of the Issuer’s Units beneficially owned by the Reporting Persons were exchanged for shares of Class A Common Stock at the current exchange rate of one share of Class A Common Stock per one Unit.

Hostess CDM Co-Invest

Hostess CDM Co-Invest directly holds 9,455,184 Units that it may exchange for, at the option of the Issuer, the number of shares of Class A Common Stock specified in that certain Exchange Agreement, dated November 4, 2016, among the Issuer, Hostess Holdings L.P., Mr. Metropoulos, Hostess CDM Co-Invest and CDM Class C (the “Exchange Agreement”) or the cash equivalent of such shares of Class A Common Stock, on the terms and conditions set forth therein. Pursuant to Rule 13d-3 under the Act, Hostess CDM Co-Invest is the beneficial owner of 9,455,184 shares of Class A Common Stock underlying such Units, representing approximately 7.3% of the issued and outstanding shares of Class A Common Stock, and shares the power to vote and dispose of such Class A Common Shares with its managing member, Mr. Metropoulos.

CDM Class C

On August 15, 2019, CDM Class C disposed all its previously owned Units and thereby ceased being the beneficial owner of any Common Stock. As a result, CDM Class C is no longer a member of the group described in this Schedule 13D.

Mr. Metropoulos

Mr. Metropoulos does not directly hold any shares of Class A Common Stock.

Mr. Metropoulos directly holds 2,000,000 Warrants entitling him to purchase one-half of one share of Class A Common Stock per warrant at $5.75 per half share. Pursuant to Rule 13d-3 under the Act, Mr. Metropoulos is the beneficial owner of 1,000,000 shares of Class A Common Stock underlying such Warrants and has the sole power to vote and dispose of such Class A Common Shares.

Mr. Metropoulos also directly holds 3,539 restricted stock units of the Issuer entitling the holder thereof to the right to receive shares of Class A Common Stock on a one-for-one basis.

Collectively, Mr. Metropoulos is the direct beneficial owner of 1,003,539 shares of Class A Common Stock, representing approximately 0.8% of the issued and outstanding shares of Class A Common Stock.

CUSIP No.  382866101 SCHEDULE 13D Page 8 of 10

Mr. Metropoulos, as the managing member of Hostess CDM Co-Invest has the ability to direct the management and the business of Hostess CDM Co-Invest, including the power to vote and dispose of securities held by Hostess CDM Co-Invest. Mr. Metropoulos may, therefore, be deemed to beneficially own 9,455,184 shares of Class A Common Stock, representing approximately 7.3% of the issued and outstanding shares of Class A Common Stock, directly held by Hostess CDM Co-Invest.

In the aggregate, Mr. Metropoulos is the beneficial owner of 10,458,723 shares of Class A Common Stock, representing approximately 8.0% of the issued and outstanding shares of Class A Common Stock.

(c)

On August 15, 2019, Hostess CDM Co-Invest, CDM Class C and Mr. Metropoulos sold 12,000,000 shares of Class A Common Stock pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s Rule 424(b)(4) final prospectus supplement (File No. 333-214603) filed with the Securities and Exchange Commission on August 15, 2019, and the underwriting agreement dated as of August 13, 2019 (the “Underwriting Agreement”), among the Issuer, CDM Co-Invest, CDM Class C and Mr. Metropoulos (the “Selling Shareholders”), and Morgan Stanley & Co. LLC as the underwriter (the “Underwriter”).

Following the sale of the Class A Common Stock by Hostess CDM Co-Invest, CDM Class C and Mr. Metropoulos, Hostess CDM Co-Invest is the record holder of an aggregate of 9,455,184 shares of Class A Common Stock, which represents approximately 7.3% of the Issuer’s outstanding Class A Common Stock, Mr. Metropoulos is the record holder of an aggregate of 1,003,539 shares of Class A Common Stock, which represents approximately 0.8% of the Issuer's outstanding Class A Common Stock, and CDM Class C no longer holds any shares of Class A Common Stock.

Other than these sales and the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) On August 15, 2019, CDM Class C disposed all its previously owned Units and thereby ceased being the beneficial owner of any Common Stock. As a result, CDM Class C is no longer a member of the group described in this Schedule 13D.

CUSIP No.  382866101 SCHEDULE 13D Page 9 of 10

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

Underwriting Agreement

On August 13, 2019, the Issuer, the Selling Shareholders, and Underwriter entered into the Underwriting Agreement with respect to, among other things, the sale by Hostess CDM Co-Invest, CDM Class C and Mr. Metropoulos of an aggregate of 12,000,000 shares of Class A Common Stock of the Issuer. The sale of the 12,000,000 Class A Common Stock by Hostess CDM Co-Invest, CDM Class C and Mr. Metropoulos closed on August 15, 2019.

Lock-up Agreement

In connection with the Offering, the Selling Shareholders entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriter, pursuant to which Hostess CDM Co-Invest, CDM HB and Mr. Metropoulos agreed that for the period from August 13, 2019 until September 12, 2019, except with the prior written consent of the Underwriter, they would not, among other things and subject to certain exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, with respect to, any shares of Class A Common Stock, any other securities of the Issuer that are substantially similar to Class A Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase or subscribe for, the foregoing (collectively, the “Lock-Up Securities”); or (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise.

The summaries of the Underwriting Agreement and the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to those agreements. The Underwriting Agreement is attached as Exhibit O to this Amendment, and is incorporated herein by this reference. The Form of Lock-Up Agreement is attached as Exhibit P to this Amendment, and is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

The following are filed herewith or incorporated by reference as Exhibits into this Schedule 13D:

Exhibit A	A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).
Exhibit B	Master Transaction Agreement (incorporated by reference from Exhibit 2.1 of the Issuer’s 8-K filed with the SEC on July 5, 2016).
Exhibit C	Contribution and Purchase Agreement (incorporated by reference from Exhibit 10.20 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit D	Executive Chairman Employment Agreement (incorporated by reference from Exhibit 10.22 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit E	Executive Chairman Director Agreement (incorporated by reference from Exhibit 10.23 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit F	Sponsor Letter Agreement (incorporated by reference from Annex K of the Issuer’s Schedule 14A filed with the SEC on October 11, 2016).
Exhibit G	Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit H	Exchange Agreement (incorporated by reference from Exhibit 10.19 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit I	Tax Receivable Agreement (incorporated by reference from Exhibit 10.15 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit J	Registration Rights Agreement (incorporated by reference from Exhibit 10.21 of the Issuer’s 8-K filed with the SEC on November 4, 2016).
Exhibit K	Underwriting Agreement, dated April 12, 2017, by and among the Issuer, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on April 19, 2017).
Exhibit L	Form of Lock-Up Agreement by and between Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC and each of the selling stockholders (incorporated by reference to Annex I to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on April 19, 2017).
Exhibit M	Underwriting Agreement, dated May 14, 2019, by and among the Issuer, J.P. Morgan Securities (USA) LLC and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on May 16, 2019).
Exhibit N	Form of Lock-Up Agreement by and between J.P. Morgan Securities (USA) LLC and each of the selling stockholders (incorporated by reference to Annex I to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on May 16, 2019).
Exhibit O	Underwriting Agreement, dated August 13, 2019, by and among the Issuer, Morgan Stanley & Co. LLC and each selling shareholder named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on August 15, 2019).
Exhibit P	Form of Lock-Up Agreement by and between Morgan Stanley & Co. LLC and each of the selling stockholders (incorporated by reference to Annex I to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-37540) filed by the Issuer with the Securities and Exchange Commission on August 15, 2019).

CUSIP No.  382866101 SCHEDULE 13D Page 10 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 16, 2019

C. DEAN METROPOULOS
/s/ C. Dean Metropoulos
HOSTESS CDM CO-INVEST, LLC
By:	/s/ Michael Cramer
Name:	Michael Cramer
Title:	President and Secretary

CDM HOSTESS CLASS C, LLC
By:	/s/ Michael Cramer
Name:	Michael Cramer
Title:	President and Secretary

Exhibit A

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of August 16, 2019

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the date first set forth above.

C. DEAN METROPOULOS
/s/ C. Dean Metropoulos
HOSTESS CDM CO-INVEST, LLC
By:	/s/ Michael Cramer
Name:	Michael Cramer
Title:	President and Secretary

CDM HOSTESS CLASS C, LLC
By:	/s/ Michael Cramer
Name:	Michael Cramer
Title:	President and Secretary