SEC Form 4
FORM 4 UNITED 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
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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).
1. Name and Address of Reporting Person*
KINSEY R STEVE

(Last) (First) (Middle)
301 HABERSHAM ROAD

(Street)
THOMASVILLE GA 31792

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Common Stock 06/02/2011 M 61,087 A $9.34 91,791 D
Common Stock 06/02/2011 M 9,075 A $18.68 100,866 D
Common Stock 06/02/2011 S 50,146 D $31.6868 50,720 D
Common Stock 774 I (2) By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) (1) $9.34 06/02/2011 M 61,087 07/16/2007 07/16/2013 Common Stock 61,087 $0 0 D
Option (Right to Buy) (1) $18.68 06/02/2011 M 9,075 01/03/2009 01/03/2013 Common Stock 9,075 $0 0 D
Option (Right to Buy) (1) $19.57 02/05/2010 02/05/2014 Common Stock 10,050 10,050 D
Option (Right to Buy) (1) $24.75 02/04/2011 02/04/2015 Common Stock 31,450 31,450 D
Option (Right to Buy) (1) $23.84 02/09/2012 02/09/2016 Common Stock 40,200 40,200 D
Option (Right to Buy) (1) $25.01 02/09/2013 02/09/2017 Common Stock 50,400 50,400 D
Restricted Stock Award (1) $0 (3) 02/09/2012 (4) Common Stock 7,900 7,900 D
Option (Right to Buy) (1) $24.47 02/10/2014 02/10/2018 Common Stock 66,400 66,400 D
Restricted Stock Award (1) $0 (5) (6) (4) Common Stock 10,050 10,050 D
Explanation of Responses:
1. Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
2. Total includes exempt acquisitions of shares allocated to reporting person in Issuer's 401(k) Plan, as of 12/31/2009.
3. In accordance with the terms of the 2010 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.
4. Grant expires on the vesting date if performance measures are not met.
5. In accordance with the terms of the 2011 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.
6. The company anticipates that in accordance with the terms of the 2011 Restricted Stock Award Agreement the vesting date of the performance shares awarded shall be the date of the filing of the company's Annual Report on Form 10-K with the SEC in 2013.
/s/ Stephen R. Avera, Agent 06/06/2011
** 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).
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