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*
DEESE GEORGE E

(Last) (First) (Middle)
1919 FLOWERS CIRCLE

(Street)
THOMASVILLE GA 31757

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman ofthe Board
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2014
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 08/20/2014 M 528,975 A $11 2,656,242 D
Common Stock 08/21/2014 S 232,000 D $19.2619 (1) 2,424,242 D
Common Stock 08/22/2014 S 183,000 D $19.1476 (2) 2,241,242 D
Common Stock 22,688 I By 401(k) (3)
Common Stock 50,301 I By Spouse (4)
Common Stock 150,000 I By Family LLC (5)
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) (6) $11 08/20/2014 M 528,975 02/04/2011 02/04/2015 Common Stock 528,975 $0 0 D
Option (Right to Buy) (6) $10.59 02/09/2012 02/09/2016 Common Stock 608,175 608,175 D
Option (Right to Buy) (6) $11.11 02/09/2013 02/09/2017 Common Stock 587,587 587,587 D
Option (Right to Buy) (6) $10.87 02/10/2014 02/10/2018 Common Stock 739,462 739,462 D
Explanation of Responses:
1. Average of trade executions in price range from $19.45 to $19.00 per share.
2. Average of trade executions in price range from $19.26 to $19.08 per share.
3. Share total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated 07/14/2014.
4. Beneficial ownership is disclaimed.
5. Shares held by family LLC, in which reporting person and his spouse are the only members.
6. Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
/s/ Stephen R. Avera, Agent 08/22/2014
** 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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