SEC Form 4
Washington, D.C. 20549


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 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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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 02/10/2014 P 3,790 A $19.4306(1) 127,795 D
Common Stock 63,257 I By Spouse
Common Stock(2) 6,787 I Flowers Stock Tracking A/C(3)
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
Deferred Stock(2) $0(4) 06/05/2008 (5) Common Stock 7,728 7,728 D
Deferred Stock(2) $0(4) 02/05/2009 (5) Common Stock 11,542 11,542 D
Deferred Stock(2) $0(4) 06/03/2009 (5) Common Stock 8,055 8,055 D
Deferred Stock(2) $0(4) 01/02/2010 (5) Common Stock 12,465 12,465 D
Deferred Stock(2) $0(4) 06/09/2010 (5) Common Stock 10,642 10,642 D
Deferred Stock(2) $0(4) 06/08/2011 (5) Common Stock 9,045 9,045 D
Deferred Stock(2) $0(4) 05/27/2012 (5) Common Stock 7,560 7,560 D
Deferred Stock(2) $0(4) 06/05/2013 (5) Common Stock 7,170 7,170 D
Deferred Stock(2) $0(4) 05/28/2014 (5) Common Stock 5,415 5,415 D
Deferred Stock(2) (4) 01/02/2015 (5) Common Stock 7,230 7,230 D
Deferred Stock(2) $0(4) 05/22/2015 (5) Common Stock 945 945 D
Deferred Stock(2) $0(4) 01/02/2016 (5) Common Stock 6,340 6,340 D
Explanation of Responses:
1. Average of trade executions in price range from $19.4182 to $19.4346 per share.
2. Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
3. Under the terms of the Flowers Foods Executive Deferred Compensation Plan, reporting person elected to have a portion of plan contributions valued as shares of the issuer's common stock, as of the closing stock price on 01/02/2009. Each unit of the Flowers Stock Tracking Account is the equivalent of one share of issuer's common stock.
4. In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
5. No expiration date.
/s/ Stephen R. Avera, Agent 02/11/2014
** 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).
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.