4//SEC Filing
O'Leary Daniel James 4
Accession 0000899243-23-020185
CIK 0001644406other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 6:22 PM ET
Size
11.5 KB
Accession
0000899243-23-020185
Insider Transaction Report
Form 4
O'Leary Daniel James
See Remarks
Transactions
- Disposition to Issuer
Class A Common Stock, par value $0.0001 per share
2023-11-07−19,496→ 99,142 total - Disposition to Issuer
Class A Common Stock, par value $0.0001 per share
2023-11-07−24,846→ 74,296 total - Disposition to Issuer
Class A Common Stock, par value $0.0001 per share
2023-11-07−74,296→ 0 total
Footnotes (5)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger, by and among Hostess Brands, Inc. (the "Company"), The J. M. Smucker Company ("Smucker"), and SSF Holdings, Inc. (the "Purchaser"), dated September 10, 2023 (the "Merger Agreement"), on November 7, 2023, Purchaser completed an exchange offer (the "Offer") to purchase any and all of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Company Common Stock"), in exchange for (i) $30.00 in cash (the "Cash Consideration") and (ii) 0.03002 Smucker common shares, no par value ("Smucker Common Shares") (the "Stock Consideration" and, together with the Cash Consideration, the "Offer Consideration"), plus cash in lieu of fractional shares, in each case, without interest.
- [F2](Continued from Footnote 1) Thereafter, on November 7, 2023, in accordance with the terms of the Merger Agreement, the Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Smucker (the "Merger"). The disposition of the securities by the Reporting Person in the Offer and the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F3]The Reporting Person tendered in the Offer 19,496 shares of Company Common Stock and received Offer Consideration of (i) $584,880 in Cash Consideration and (ii) 585 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.
- [F4]Represents 24,846 shares of Company Common Stock underlying outstanding restricted stock units ("RSUs"), granted under the Hostess Brands' Amended and Restated 2016 Equity Plan (the "2016 Plan"), that under the terms of the Merger Agreement were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock underlying the RSUs, by (y) the Merger Consideration Value (as defined in the Merger Agreement). Upon the closing of the Merger, the Reporting Person received $829,953.30 in cash in settlement of the outstanding RSUs, less applicable withholding taxes.
- [F5]Represents 74,296 shares of Company Common Stock underlying outstanding performance stock units ("PSUs"), which provides for maximum performance of 200% of applicable performance metrics. The PSUs were granted under the 2016 Plan but not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value. Upon the closing of the Merger, the Reporting Person received $2,481,776.15 in cash in settlement of the outstanding PSUs, less applicable withholding taxes.
Documents
Issuer
Hostess Brands, Inc.
CIK 0001644406
Entity typeother
Related Parties
1- filerCIK 0001864086
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 6:22 PM ET
- Size
- 11.5 KB