Sec Form 4 Filing - SHIVER ALLEN L @ FLOWERS FOODS INC - 2014-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SHIVER ALLEN L
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)
President and CEO
(Last) (First) (Middle)
1925 FLOWERS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2014
(Street)
THOMASVILLE, GA31757
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/16/2014 M 82,125 A $ 11 594,048 D
Common Stock 12/16/2014 S 25,000 D $ 18.2564 ( 1 ) 569,048 D
Common Stock 12/16/2014 S 20,000 D $ 18.354 ( 2 ) 549,048 D
Common Stock 12/17/2014 S 14,100 D $ 18.4043 534,948 D
Common Stock 12/17/2014 S 5,900 D $ 18.35 529,048 D
Common Stock 337 I By 401(k) ( 3 )
Common Stock 7,282 I By Child ( 4 )
Common Stock 4,437 I By Spouse ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Option (Right to Buy) ( 5 ) $ 11 12/16/2014 M 82,125 02/04/2011 02/04/2015 Common Stock 82,125 $ 0 0 D
Option (Right to Buy) ( 5 ) $ 10.59 02/09/2012 02/09/2016 Common Stock 117,168 117,168 D
Option (Right to Buy) ( 5 ) $ 11.11 02/09/2013 02/09/2017 Common Stock 152,100 152,100 D
Option (Right to Buy) ( 5 ) $ 10.87 02/10/2014 02/10/2018 Common Stock 226,125 226,125 D
Restricted Stock Award ( 5 ) $ 0 06/02/2017 ( 6 ) Common Stock 58,500 58,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHIVER ALLEN L
1925 FLOWERS CIRCLE
THOMASVILLE, GA31757
X President and CEO
Signatures
/s/ Stephen R. Avera, Agent 12/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Average price of trade executions in range from $18.27 to $18.25.
( 2 )Average price of trade executions in range from $18.37 to $18.35.
( 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 )Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
( 6 )No expiration 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).
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