Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gernigin Michael

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2021

3. Issuer Name and Ticker or Trading Symbol
Hostess Brands, Inc. [TWNK]

(Last)

(First)

(Middle)

C/O HOSTESS BRANDS, INC., 7905 QUIVIRA ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

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

(Street)

LENEXA, KS 66215

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units ⁽¹⁾	1,504	D
Restricted Stock Units ⁽²⁾	8,772	D
Restricted Stock Units ⁽³⁾	3,572	D
Restricted Stock Units ⁽⁴⁾	2,275	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽⁵⁾	03/22/2027	Class A Common Stock	13,248	$ 15.78	D
Stock Options	⁽⁵⁾	05/31/2027	Class A Common Stock	13,000	$ 15.98	D
Stock Options	⁽⁶⁾	01/10/2029	Class A Common Stock	6,750	$ 11.35	D
Stock Options	⁽⁷⁾	01/20/2030	Class A Common Stock	8,711	$ 13.9	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gernigin Michael C/O HOSTESS BRANDS, INC. 7905 QUIVIRA ROAD LENEXA, KS 66215			See Remarks

Signatures

/s/ Michael J. Gernigin		11/10/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Consists of restricted stock units ("RSUs") granted under the Hostess Brands, Inc. 2016 Equity Incentive Plan ("Equity Plan"). Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 15 of each of 2022 and 2023, assuming continued employment through the applicable vesting date.
(2)	Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 15 of each of 2022, 2023 and 2024, assuming continued employment through the applicable vesting date.
(3)	Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest in equal or nearly equal installments on January 21 of each of 2022 and 2023, assuming continued employment through the applicable vesting date.
(4)	Consists of RSUs granted under the Equity Plan. Each RSU represents the right to receive, upon vesting, one share of Class A Common Stock. These RSUs will vest on January 11, 2022, assuming continued employment through the applicable vesting date.
(5)	Consists of fully vested options to purchase shares of Class A Common Stock granted under the Equity Plan.
(6)	Consists of options to purchase shares of Class A Common Stock granted under the Equity Plan. Such options are subject to vesting on January 11, 2022, assuming continued employment through the applicable vesting date.
(7)	Consists of options to purchase shares of Class A Common Stock granted under the Equity Plan. Such options are subject to vesting in equal or nearly equal installments on January 21 of each of 2022 and 2023, assuming continued employment through the applicable vesting date.
Remarks: Senior Vice President, Chief Accounting Officer & Interim Chief Financial Officer Exhibit 24.1 Power of Attorney

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