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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $ 13.95 | 06/04/2021 | M | 15,000 | (3) | 12/06/2027 | Class A Common Stock | 15,000 | $ 0 | 5,000 | D | ||||
Stock Options | $ 15.78 | 06/04/2021 | M | 78,749 | (4) | 03/22/2027 | Class A Common Stock | 78,749 | $ 0 | 0 | D | ||||
Stock Options | $ 11.35 | 06/04/2021 | M | 70,201 | (5) | 01/10/2029 | Class A Common Stock | 70,201 | $ 0 | 35,101 | D | ||||
Stock Options | $ 13.9 | 06/04/2021 | M | 19,163 | (6) | 01/20/2030 | Class A Common Stock | 19,163 | $ 0 | 38,328 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jacobs Andrew Wilson C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA, KS 66215 |
See Remarks |
/s/ Jolyn J. Sebree, Attorney-in-Fact | 06/08/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reflects the weighted average price of sales on June 4, 2021. The shares were sold in multiple transactions at prices ranging from $15.90 to $16.12, 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. |
(2) | Consists of previously disclosed restricted stock units that remain subject to time-based vesting criteria. |
(3) | Such options vested in equal or nearly equal installments on December 6 of each of 2018, 2019, and 2020 and became exercisable upon vesting. The remaining stock options will vest on December 6, 2021. |
(4) | All of such options vested in equal or nearly equal installments on November 4, 2017, 2018, 2019 and 2020 and became exercisable upon vesting. |
(5) | Such options vested in equal or nearly equal installments on January 11 of each of 2020 and 2021 and became exercisable upon vesting. The remaining stock options will vest on January 11, 2022. |
(6) | Such options vested and became exercisable on January 21, 2021. The remaining stock options will vest in equal or nearly equal installments on January 11 of each of 2022 and 2023. |
Remarks: Executive Vice President, Chief Customer & Experience Officer |