Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response... 1.0

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 ^* STITH MELVIN T	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) _____ Other (specify below)
(Last) (First) (Middle) WHITMAN SCHOOL OF MANAGEMENT, 721 UNIVERSITY AVENUE, SUITE 415	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/29/2018
(Street) SYRACUSE, NY 13244-2450 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/7/2018		G	1274	D	$0	43534.5267 ⁽¹⁾	D
Common Stock	12/17/2018		G	50	A	$0	50	I	By Spouse as custodian for minor grandchild ⁽²⁾
Common Stock	12/17/2018		G	50	D	$0	43484.5267 ⁽¹⁾	D

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock ⁽³⁾	$0 ⁽⁴⁾						6/3/2009	⁽⁵⁾	Common Stock	8055		8055	D
Deferred Stock ⁽³⁾	$0 ⁽⁴⁾						6/9/2010	⁽⁵⁾	Common Stock	10642		10642	D
Deferred Stock ⁽³⁾	$0 ⁽⁴⁾						5/27/2012	⁽⁵⁾	Common Stock	7560		7560	D
Deferred Stock ⁽³⁾	$0 ⁽⁴⁾						6/5/2013	⁽⁵⁾	Common Stock	7170		7170	D
Deferred Stock ⁽³⁾	$0 ⁽⁴⁾						5/28/2014	⁽⁵⁾	Common Stock	5415		5415	D
Deferred Stock ⁽⁶⁾							5/23/2015	⁽⁵⁾	Common Stock	6030		6030	D
Deferred Stock ⁽⁶⁾	$0 ⁽⁴⁾						6/9/2016	⁽⁵⁾	Common Stock	6026		6026	D
Deferred Stock ⁽⁶⁾							5/25/2017	⁽⁵⁾	Common Stock	6934		6934	D
Deferred Stock ⁽⁶⁾	$0 ⁽⁴⁾						5/24/2018	⁽⁵⁾	Common Stock	7020		7020	D
Deferred Stock ⁽⁶⁾	$0 ⁽⁴⁾						5/23/2019	⁽⁵⁾	Common Stock	6500		6500	D

Explanation of Responses:
(1)	Share total includes shares acquired through reinvestment of dividends.
(2)	Beneficial ownership is disclaimed.
(3)	Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
(4)	In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
(5)	No expiration date.
(6)	Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STITH MELVIN T WHITMAN SCHOOL OF MANAGEMENT 721 UNIVERSITY AVENUE, SUITE 415 SYRACUSE, NY 13244-2450	X

Signatures
/s/ Stephen R. Avera, Agent		2/4/2019
^** 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.