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Filing Details

Accession Number:: 0000950142-16-004919
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-14 20:18:09
Reporting Period:: 2016-12-12

Filing Date:: 2016-12-14
Accepted Time:: 2016-12-14 20:18:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1644406	Hostess Brands Inc.	TWNK	Bakery Products (2050)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1690023	Dean C. Metropoulos	200 Greenwich Avenue Greenwich CT 06830	Executive Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-12-12	566,500	$0.00	566,500	No	4	J	Indirect	By CDM HB Holdings, LLC
Class A Common Stock	Disposition	2016-12-12	566,500	$12.88	0	No	4	S	Indirect	By CDM HB Holdings, LLC
Class A Common Stock	Acquisiton	2016-12-13	50,000	$0.00	50,000	No	4	J	Indirect	By CDM HB Holdings, LLC
Class A Common Stock	Disposition	2016-12-13	50,000	$12.97	0	No	4	S	Indirect	By CDM HB Holdings, LLC
Class A Common Stock	Acquisiton	2016-12-14	45,200	$0.00	45,200	No	4	J	Indirect	By CDM HB Holdings, LLC
Class A Common Stock	Disposition	2016-12-14	45,200	$12.95	0	No	4	S	Indirect	By CDM HB Holdings, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By CDM HB Holdings, LLC
No	4	S	Indirect	By CDM HB Holdings, LLC
No	4	J	Indirect	By CDM HB Holdings, LLC
No	4	S	Indirect	By CDM HB Holdings, LLC
No	4	J	Indirect	By CDM HB Holdings, LLC
No	4	S	Indirect	By CDM HB Holdings, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2016-12-12	566,500	$0.00	566,500	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-12-13	50,000	$0.00	50,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2016-12-14	45,200	$0.00	45,200	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,929,500	No	4	J	Indirect
1,879,500	No	4	J	Indirect
1,834,300	No	4	J	Indirect

Footnotes

Pursuant to the Exchange Agreement, dated November 4, 2016, by and between the Issuer, the reporting person and the other parties thereto (the "Exchange Agreement"), each share of Class B Common Stock may be exchanged for one share of Class A Common Stock of the Issuer, if exchanged together with one Class B Unit of Hostess Holdings, L.P. The exchange rights under the Exchange Agreement do not expire.
Reflects the weighted average price of sales on December 12, 2016. The shares were sold in multiple transactions at prices ranging from $12.80 to $12.97, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Reflects the weighted average price of sales on December 13, 2016. The shares were sold in multiple transactions at prices ranging from $12.96 to $13.00,inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Reflects the weighted average price of sales on December 14, 2016. The shares were sold in multiple transactions at prices ranging from $12.95 to $12.96, inclusive. The reporting person undertakes to provide to Hostess Brands, Inc., any security holder of Hostess Brands, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
Since November 18, 2016, the securities beneficially owned by the reporting person have been directly owned by CDM HB Holdings, LLC ("CDM HB Holdings"). The reporting person directly holds a majority of the limited liability company membership interests of CDM HB Holdings. The remaining minority of limited liability company membership interests of CDM HB Holdings is held by CDM HB Holdings Corp., whose sole shareholder is the reporting person. Accordingly, the reporting person may be deemed to have beneficial ownership of all of the securities owned by CDM HB Holdings.