HOSTESS BRANDS, INC. (NASDAQ:TWNK) Files An 8-K Other Events

Item8.01.

On April12, 2017, Hostess Brands, Inc. (the Company) entered into
an Underwriting Agreement (the Underwriting Agreement) by and
among the Company, Credit Suisse Securities (USA) LLC, and Morgan
Stanley Co. LLC, as representatives of the several underwriters
named in Schedule I to the Underwriting Agreement (the
Underwriters), and the selling stockholders named in Schedule II
to the Underwriting Agreement (the Selling Stockholders),
relating to an underwritten public offering (the Offering) by the
Selling Stockholders of up to 23,116,416 shares of the Companys
ClassA common stock, which includes up to 3,015,185 shares of
ClassA common stock to an option to purchase additional shares,
exercisable for 30 days, granted to the Underwriters
(collectively, the Shares), at a price to the public of $15.25
per Share.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and the Selling
Stockholders. It also provides for customary indemnification by
each of the Company, the Selling Stockholders and the
Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities. The
foregoing description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed herewith as
Exhibit 1.1 and is incorporated herein by reference.

Following the execution of the Underwriting Agreement, the
Company and the Selling Stockholders received notice of the
Underwriters intention to exercise their option to purchase the
full 3,015,185 additional Shares. The total number of Shares to
be sold by the Selling Stockholders will be 23,116,416, including
3,015,185 Shares to the Underwriters exercise of their option to
purchase additional Shares.

The Company will pay the expenses, other than underwriting
discounts, associated with the sale of Shares by the Selling
Stockholders. The Offering is being made to the Companys
effective shelf registration statement on Form S-3 (File
No.333-214603) initially filed with the Securities and Exchange
Commission on November14, 2016, as amended, and the related
prospectus supplement and accompanying prospectus. The Offering
is expected to close on or about April19, 2017, subject to
customary closing conditions.

In connection with the Offering, CDM Hostess Class C, LLC, a
Selling Stockholder, exchanged 600,000 shares of the Companys
Class B common stock and an equal number of units of Hostess
Holdings, LP, for 600,000 shares of Class A common stock to be
sold in the Offering. As a result, there were 99,285,917 shares
of Class A common stock outstanding as of the close of business
on April18, 2017.

The Company will not receive any proceeds from the sale of the
Shares by the Selling Stockholders. A copy of the opinion of
Morgan, Lewis Bockius LLP relating to the legality of the sale of
the Shares is attached as Exhibit 5.1 to this Current Report on
Form 8-K.

(d)
Exhibits.

HOSTESS BRANDS, INC. (NASDAQ:TWNK) Recent Trading Information

HOSTESS BRANDS, INC. (NASDAQ:TWNK) closed its last trading session up +0.32 at 15.86 with 3,951,939 shares trading hands.