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McMullian Ryals – ‘4’ for 10/10/22 re: Flowers Foods Inc.

On:  Wednesday, 10/12/22, at 6:57pm ET   ·   For:  10/10/22   ·   As:  Director and Officer   ·   Accession #:  1127602-22-23901   ·   File #:  1-16247

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/12/22  McMullian Ryals                   4          Dir.,Off.   1:11K  Flowers Foods Inc.                Computershare Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     11K 
                Securities by an Insider -- form4.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McMullian Ryals
(Last)(First)(Middle)
1919 FLOWERS CIRCLE
(Street)
THOMASVILLEGA31757
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [ FLO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
XOfficer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/10/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock 10/10/22 J (1) 200,000D (1)1,581,580IThe McMullian Family Wealth Preservation Trust (2)
Common Stock 10/10/22 J (3) 200D (3)1,581,380IThe McMullian Family Wealth Preservation Trust (2)
Common Stock 726,747.994 (4)D
Common Stock 5,060.25IBy 401(k) (5)
Common Stock 20,833IBy Spouse (6)
Common Stock 104,291.8504 (4)IBy Trusts for Minor Children (6) (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: 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) 5/23/23 (10)Common Stock43,330 43,330D
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 10/10/22, 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 11/30/21, 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 9/16/22.
(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 12/31/21.
(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.
/s/ Stephanie B. Tillman, Agent 10/12/22
** 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 Number.
____________
Transaction Code:
    J    Other acquisition or disposition.

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Filing Submission 0001127602-22-023901   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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