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
                                                                                  
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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 *

McMullian Ryals
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
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

1919 FLOWERS CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2022
(Street)

THOMASVILLE, GA 31757
(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 10/10/2022  J(1)  200000 D (1)1581580 I The McMullian Family Wealth Preservation Trust (2)
Common Stock 10/10/2022  J(3)  200 D (3)1581380 I The McMullian Family Wealth Preservation Trust (2)
Common Stock         726747.994 (4)D  
Common Stock         5060.25 I By 401(k) (5)
Common Stock         20833 I By Spouse (6)
Common Stock         104291.8504 (4)I By Trusts for Minor Children (6)(7)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Award (8)$0 (9)          5/23/2023  (10)Common Stock 43330  43330 D  

Explanation of Responses:
(1) The reported securities are held by Dellwood-McMullian Holdings, LLC (the "Family LLC"), a limited liability company in which The McMullian Family Wealth Preservation Trust (the "Trust") owns all of the Class B (Nonvoting) Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units. On 10/10/2022, the Family LLC distributed 200,000 shares of common stock of Flowers Foods, Inc. to the Trust, then these shares were immediately transferred from the Trust to a revocable trust for the benefit of the reporting person's father to repay a portion of an outstanding promissory note. The reporting person does not serve as trustee of the revocable trust and has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. held in such revocable trust.
(2) Reporting person is a beneficiary of the Trust and does not serve as a trustee. On 11/30/2021, the Trust purchased 99,900 Class B (Nonvoting) Membership Units, in which the reporting person's father owned all of the Class B Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units. The Trust purchased the Class B Membership Units from the reporting person's father in exchange for two promissory notes in an aggregate principal amount of approximately $49 million, based on an estimated appraised value of the Class B Membership Units in the Family LLC transferred, which consideration is subject to adjustment for a valuation of the Class B Membership Units transferred. The reporting person has provided a limited guaranty of the promissory notes. The reporting person has no investment authority, no voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC.
(3) The reported securities are held by the Family LLC. On October 10, 2022, the Family LLC distributed 200 shares of common stock of Flowers Foods, Inc. to the reporting person's sister.
(4) Total includes shares acquired through reinvestment of dividends, based upon a statement dated 09/16/2022.
(5) Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2021.
(6) Beneficial ownership is disclaimed.
(7) Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children, over which shares reporting person does not have investment authority or voting or dispositive power.
(8) Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
(9) None.
(10) No expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McMullian Ryals
1919 FLOWERS CIRCLE
THOMASVILLE, GA 31757
X
President and CEO

Signatures
/s/ Stephanie B. Tillman, Agent10/12/2022
**Signature of Reporting PersonDate


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.
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