Cramer Michael John

SEC source: 0001493152-26-020617 · ownership.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,649

F1 · shares: Class A Common Stock was granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-021734 · ownership.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 17,762

F1 · shares: All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $15.65 to $15.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

SEC source: 0001193125-25-182472 · ownership.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,762

SEC source: 0000950170-25-062797 · ownership.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,762

F1 · shares: Class A Common Stock was granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy.

SEC source: 0000950170-24-126628 · ownership.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,445

SEC source: 0001686485-23-000004 · wf-form4_167477247956155.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,182

F1 · security: On January 24, 2023, the Company withheld 1,333 shares of Class A Common Stock to satisfy withholding taxes due in connection with the vesting of shares of Class A common stock underlying two awards of restricted stock units previously granted to the reporting person. Such shares had a market value of $21.81 per share, the closing price of the Class A common stock on January 20, 2023, the last trading date prior to vesting.

SEC source: 0001686485-23-000002 · wf-form4_167416927791280.xml · nonDerivative · entry 3

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,132

F3 · security: On January 19, 2023, the Company withheld 1,971 shares of Class A Common Stock to satisfy withholding taxes due in connection with the vesting of shares of Class A common stock underlying two awards of restricted stock units previously granted to the reporting person. Such shares had a market value of $22.93 per share, the closing price of the Class A common stock on January 13, 2023, the last trading date prior to vesting.

SEC source: 0001686485-23-000002 · wf-form4_167416927791280.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,691

F2 · security: On January 19, 2023, Hostess Brands, Inc. (the "Company") withheld 6,859 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of the PSUs referred to above. Such shares had a market value of $22.99 per share, the closing price of the Class A common stock on January 17, 2023, the date the Company's Talent & Compensation Committee certified the performance results.

SEC source: 0001686485-23-000002 · wf-form4_167416927791280.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 60,550

F1 · security: Represents shares acquired by the reporting person upon the achievement of performance measures under performance share units ("PSUs") granted under the Amended and Restated Hostess Brands, Inc.'s 2016 Equity Incentive Plan.

SEC source: 0001686485-22-000009 · wf-form4_165247439017485.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,408

F1 · price: Reflects the weighted average price of sales on May 11, 2022. The shares were sold in multiple transactions at prices ranging from $22.09 to $22.21, 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.

SEC source: 0001686485-22-000009 · wf-form4_165247439017485.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,408

SEC source: 0000899243-22-003348 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 73,408

F1 · kind: On January 26, 2022, the Company withheld 844 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $19.41 per share, the closing price of the Class A common stock on January 21, 2022, the vesting date.

SEC source: 0000899243-22-003211 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,109

F1 · kind: On January 24, 2022, the Company withheld 1,736 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of shares of Class A common stock underlying two awards of restricted stock units previously granted to the reporting person. Such shares had a market value of $20.28 per share, the closing price of the Class A common stock on January 14, 2022, the last trading date prior to vesting.

SEC source: 0000899243-22-003211 · doc4.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,722

F2 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. These restricted stock units will vest in equal or nearly equal installments on January 21 of each 2023, 2024 and 2025, assuming continued employment through the applicable vesting date.

SEC source: 0001686485-22-000005 · wf-form4_164254867430309.xml · nonDerivative · entry 3

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,435

F3 · kind: On January 18, 2022, the Company withheld 1,219 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $20.22 per share, the closing price of the Class A common stock on January 11, 2022, the vesting date.

SEC source: 0001686485-22-000005 · wf-form4_164254867430309.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,924

F2 · kind: On January 18, 2022, Hostess Brands, Inc. (the "Company") withheld 8,771 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of the PSUs referred to above. Such shares had a market value of $19.83 per share, the closing price of the Class A common stock on January 13, 2022, the date the Company's Talent & Compensation Committee certified the performance results.

SEC source: 0000899243-22-002637 · doc4.xml · derivative · entry 2

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 25,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663).

F2 · derivative.exercise_price: (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F1 · kind: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663).

F2 · kind: (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F1 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663).

F2 · derivative.exercise_date: (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

F1 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663).

F2 · derivative.expiration_date: (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

SEC source: 0000899243-22-002637 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663).

F2 · kind: (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer.

SEC source: 0001686485-22-000005 · wf-form4_164254867430309.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,695

F1 · security: Represents shares acquired by the reporting person upon the achievement of performance measures under performance share units ("PSUs") granted under Hostess Brands, Inc.'s 2016 Equity Incentive Plan.

SEC source: 0000899243-21-003657 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,857

F1 · kind: On January 26, 2021, Hostess Brands, Inc. withheld 957 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $13.99 per share, the closing price of the Class A common stock on January 21, 2021, the vesting date.

SEC source: 0000899243-21-002611 · doc4.xml · nonDerivative · entry 3

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,671

F3 · kind: On January 15, 2021, Hostess Brands, Inc. withheld 1,219 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $14.45 per share, the closing price of the Class A common stock on January 11, 2021, the vesting date.

SEC source: 0000899243-21-002611 · doc4.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,805

F2 · security: Consists of a grant of restricted stock units awarded to the reporting person to rectify an administrative issue in the grant received on January 21, 2020, where the grant value originally received was lower than the intended value thereof. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. These restricted stock units 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.

SEC source: 0000899243-21-002611 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,526

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. These restricted stock units 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.

SEC source: 0000899243-20-032751 · doc4.xml · derivative · entry 2

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 25,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of Class F Common Stock converted into shares of Class A Common Stock on a one-for one basis upon the issuer's consummation of its initial business combination.

F1 · price: The shares of Class F Common Stock converted into shares of Class A Common Stock on a one-for one basis upon the issuer's consummation of its initial business combination.

F1 · derivative.exercise_date: The shares of Class F Common Stock converted into shares of Class A Common Stock on a one-for one basis upon the issuer's consummation of its initial business combination.

F1 · derivative.expiration_date: The shares of Class F Common Stock converted into shares of Class A Common Stock on a one-for one basis upon the issuer's consummation of its initial business combination.

SEC source: 0000899243-20-032751 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-20-001897 · doc4.xml · derivative · entry 5

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,679

Underlying: Class A Common Stock · 15,679 shares

Expires 2030-01-20

F3 · derivative.exercise_date: Consists of a grant of options to purchase shares of Class A Common Stock. Such options are subject to vesting in equal or nearly equal installments on January 21 of each of 2021, 2022, and 2023, assuming continued employment through the applicable vesting date.

SEC source: 0000899243-20-001897 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,429

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. These restricted stock units will vest in equal or nearly equal installments on January 21 of each of 2021, 2022 and 2023, assuming continued employment through the applicable vesting date.

SEC source: 0001686485-20-000004 · wf-form4_157930327369775.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,160

F1 · kind: On January 15, 2020, Hostess Brands, Inc. withheld 1,219 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $14.09 per share, the closing price of the Class A common stock on January 10, 2020, the trading date immediately preceding the vesting date.

SEC source: 0001686485-20-000002 · wf-form4_157852861613386.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,650

F1 · kind: On January 6, 2020, Hostess Brands, Inc. withheld 2,843 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of 6,367 shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $14.54 per share, the closing price of the Class A common stock on December 31, 2019, the vesting date.

SEC source: 0001686485-19-000002 · wf-form4_157359738794526.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,126

F1 · kind: On November 7, 2019, Hostess Brands, Inc. withheld 6,559 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $12.84 per share, the closing price of the Class A common stock on November 4, 2019, the vesting date

SEC source: 0000899243-19-001245 · doc4.xml · derivative · entry 5

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,300

Underlying: Class A Common Stock · 24,300 shares

Expires 2029-01-10

F3 · derivative.exercise_date: Consists of a grant of options to purchase shares of Class A Common Stock. Such options are subject to vesting in equal or nearly equal installments on January 11 of each of 2020, 2021, and 2022, assuming continued employment through the applicable vesting date.

SEC source: 0000899243-19-001245 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,189

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of Class A Common Stock. These restricted stock units will vest in equal or nearly equal installments on January 11 of each of 2020, 2021 and 2022, assuming continued employment through the applicable vesting date.

SEC source: 0001686485-18-000008 · wf-form4_154180097108281.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,018

F1 · kind: On November 7, 2018, Hostess Brands, Inc. withheld 4,059 shares of Class A common stock to satisfy withholding taxes due in connection with the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units previously granted to the reporting person. Such shares had a market value of $10.88 per share, the closing price of the Class A common stock on November 2, 2018, the trading date immediately preceding the vesting date

SEC source: 0001686485-18-000005 · wf-form4_153428314305224.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,410

F1 · price: Reflects the weighted average price of purchases on August 10, 2018. The shares were purchased in multiple transactions at prices ranging from $11.76 to $12.10, 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 purchased at each separate price within such range.

SEC source: 0000899243-18-006724 · doc4.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,367

F2 · security: On March 23, 2017, the Company granted an award of performance share units to the reporting person, the vesting of which is subject to the satisfaction of annual Adjusted EBITDA targets and continued employment during the three-year vesting period. On March 7, 2018, the Compensation Committee determined that, based upon the Company's Adjusted EBITDA for the year ended December 31, 2017, the performance condition with respect to the listed number of such performance share units was satisfied. The vesting of such units remains subject to the time-based vesting criteria.

SEC source: 0000899243-18-006724 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,410

F1 · kind: On March 6, 2018, following the determination by the Compensation Committee of Hostess Brands, Inc. (the "Company") that the 2017 positive earnings per share condition to the vesting of one-third of the shares of Class A common stock underlying an award of restricted stock units granted to the reporting person on March 23, 2017 was satisfied, the Company withheld 4,256 shares of Class A common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $14.35 per share, the closing price of the Class A common stock on the immediately preceding trading date. The total reported in column 5 also includes 2,000 shares of Class A common stock previously held directly by the reporting person.

SEC source: 0001686485-17-000002 · wf-form4_150283143693667.xml · nonDerivative · entry 2

Cramer Michael John · CIK 0001686485 · Chief Administrative Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Individual Retirement Account

Disclosed balance after: 3,000

SEC source: 0001686485-17-000002 · wf-form4_150283143693667.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · Chief Administrative Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,000

F1 · ownership.direct: The shares purchased by the reporting person are held in a joint account with the reporting person's spouse. The total number of shares beneficially owned directly by the reporting person includes 50,000 shares subject to unvested restricted stock units previously granted.

SEC source: 0000899243-17-008700 · doc4.xml · derivative · entry 2

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,121

Underlying: Class A Common Stock · 48,121 shares

Expires 2027-03-22

F2 · derivative.exercise_date: Consists of a grant of options to purchase shares of Class A Common Stock. Such options are subject to vesting in equal or nearly equal installments on November 4 of each of 2017, 2018, 2019 and 2020 (an "Option Vesting Date"), assuming continued employment through the applicable Option Vesting Date.

SEC source: 0000899243-17-008700 · doc4.xml · nonDerivative · entry 1

Cramer Michael John · CIK 0001686485 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

F1 · security: Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive a share of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Hostess Brands, Inc. (the "Company"), upon vesting. Such restricted stock units shall vest in equal or nearly equal installments on each of January 1, 2018, November 4, 2018 and November 4, 2019 (a "Vesting Date"), assuming continued employment through the applicable Vesting Date. Notwithstanding the foregoing, no installment will vest on a Vesting Date if the Company's earnings per share as reported to investors for the fiscal year ending immediately prior to such Vesting Date is not positive.