Amended Statement of Changes in Beneficial Ownership (4/a)
February 09 2023 - 2:27PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Varnedoe Heeth IV |
2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC
[
FLO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
1919 FLOWERS CIRCLE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2023 |
(Street)
THOMASVILLE, GA 31757
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/9/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/5/2023 | | F | | 507 (1)(2) | D | $28.69 | 17715.8813 (3)(4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Shares surrendered in satisfaction of withholding taxes pursuant to the vesting of Time-Based Restricted Stock Units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Plan. |
(2) | Due to administrative back-office operations error, the number of shares withheld for taxes was incorrectly stated as 504, and should be corrected to 507. |
(3) | Includes the remaining balance of the 3,670 TBRSUs that reporting person was granted in 2019 (the "2019 Award") and the 3,490 TBRSUs that reporting person was granted in 2020 (the "2020 Award"), each under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. The 2019 Award became non-forfeitable over the period running through January 5, 2022, with one-third (1/3) of the 2019 Award becoming non-forfeitable on each of (a) January 5, 2020, (b) January 5, 2021, and (c) January 5, 2022, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The 2020 Award will become non-forfeitable over the period running through January 5, 2023, with one-third (1/3) of the 2020 Award becoming non-forfeitable on each of (a) January 5, 2021, (b) January 5, 2022, and (c) January 5, 2023, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. |
(4) | Amount includes shares acquired through reinvestment of dividends, based upon a statement dated 12/16/2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Varnedoe Heeth IV 1919 FLOWERS CIRCLE THOMASVILLE, GA 31757 |
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| Chief Operating Officer |
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Signatures
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/s/ Stephanie B. Tillman, Agent | | 2/9/2023 |
**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. |
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