FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DEESE GEORGE E
2. Issuer Name and Ticker or Trading Symbol

FLOWERS FOODS INC [ FLO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Non-Executive Chairman
(Last)          (First)          (Middle)

318 BEACHSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/11/2015
(Street)

PANAMA CITY, FL 32413
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/11/2015     M    608175   A $10.59   2910984   D    
Common Stock   9/11/2015     S    265000   D $24.0526   (1) 2645984   D    
Common Stock   9/14/2015     S    100000   D $24.0566   (2) 2545984   D    
Common Stock   9/15/2015     S    48300   D $24.0131   (3) 2497684   D    
Common Stock                  23408.08   I   By 401(k)   (4)
Common Stock                  50301   I   By Spouse   (5)
Common Stock                  150000   I   By Family LLC   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   (7) $10.59   9/11/2015     M         608175    2/9/2012   2/9/2016   Common Stock   608175   $0   0   D    
Option (Right to Buy)   (7) $11.11                    2/9/2013   12/31/2016   Common Stock   587587     587587   D    
Option (Right to Buy)   (7) $10.87                    2/10/2014   12/31/2016   Common Stock   739462     739462   D    
Deferred Stock   (8) $0   (9)                  6/9/2016     (10) Common Stock   6026     6026   D    

Explanation of Responses:
( 1)  Average of trade executions in price range from $24.27 to $23.95 per share.
( 2)  Average of trade executions in price range from $24.22 to $23.925 per share.
( 3)  Average of trade executions in price range of $24.16 to $23.81 per share.
( 4)  Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2014.
( 5)  Beneficial ownership is disclaimed.
( 6)  Shares held by family LLC, in which reporting person and his spouse are the only members.
( 7)  Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
( 8)  Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
( 9)  In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
( 10)  No expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DEESE GEORGE E
318 BEACHSIDE DRIVE
PANAMA CITY, FL 32413
X

Non-Executive Chairman

Signatures
/s/ Stephen R. Avera, Agent 9/15/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Flowers Foods (NYSE:FLO)
Historical Stock Chart
From Jul 2024 to Aug 2024 Click Here for more Flowers Foods Charts.
Flowers Foods (NYSE:FLO)
Historical Stock Chart
From Aug 2023 to Aug 2024 Click Here for more Flowers Foods Charts.