Hostess Brands (TWNK) executive Leonard returned to the company 93,729 shares

Insider transactions reported

Travis E. Leonard (executive at Hostess Brands Inc., TWNK) reported that they returned to the company 93,729 shares on Nov 7, 2023. After these transactions the filing shows 0 shares held directly.

Reporting person

Leonard Travis E.

Holdings before and after

• Class A Common Stock, par value $0.0001 per share: 93,729 to 0 direct

Footnotes from the filing

1. 1. 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.
2. 2. (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.
3. 3. The Reporting Person tendered in the Offer 13,458 shares of Company Common Stock (which includes 621 shares of Company Common Stock purchased pursuant to the Hostess Brands, Inc. 2022 Employee Stock Purchase Plan for the offer period ended September 30, 2023 and not previously reported) and received Offer Consideration of (i) $403,740 in Cash Consideration and (ii) 404 shares of Smucker Common Shares in Stock Consideration, plus cash in lieu of fractional shares, in each case, without interest.
4. 4. Represents 24,439 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 $816,357.91 in cash in settlement of the outstanding RSUs, less applicable withholding taxes.
5. 5. Represents 55,832 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 $1,865,006.54 in cash in settlement of the outstanding PSUs, less applicable withholding taxes.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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