Sec Form 4 Filing - LAUDER KARYL H @ FLOWERS FOODS INC - 2012-11-26

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 LAUDER KARYL H 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) SVP & Chief Accounting Officer (Last) (First) (Middle) 100 FOX RIDGE LANE 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2012 (Street) THOMASVILLE, GA31792 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 11/26/2012 M 13,612 A $ 12.45 96,470 D Common Stock 11/26/2012 M 14,737 A $ 13.05 111,207 D Common Stock 11/27/2012 S 20,000 D $ 22.907 91,207 D Common Stock 2,140 I By 401(k) ( 1 ) Common Stock 11,875 I By Spouse ( 2 )

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) ( 3 ) $ 12.45 11/26/2012 M 13,612 01/03/2009 01/03/2013 Common Stock 13,612 $ 0 0 D Option (Right to Buy) ( 3 ) $ 13.05 11/26/2012 M 14,737 02/05/2010 02/05/2014 Common Stock 14,737 $ 0 0 D Option (Right to Buy) ( 3 ) $ 16.5 02/04/2011 02/04/2015 Common Stock 21,450 21,450 D Option (Right to Buy) ( 3 ) $ 15.89 02/09/2012 02/09/2016 Common Stock 19,500 19,500 D Option (Right to Buy) ( 3 ) $ 16.67 02/09/2013 02/09/2017 Common Stock 21,600 21,600 D Option (Right to Buy) ( 3 ) $ 16.31 02/10/2014 02/10/2018 Common Stock 25,800 25,800 D Restricted Stock Award ( 3 ) $ 0 ( 4 ) ( 5 ) ( 6 ) Common Stock 3,900 3,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAUDER KARYL H 100 FOX RIDGE LANE THOMASVILLE, GA31792 SVP & Chief Accounting Officer Signatures /s/ Stephen R. Avera, Agent 11/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total includes exempt acquisitions of shares allocated to reporting person in Issuer's 401(k) Plan, as of 12/31/2011. ( 2 )Beneficial ownership is disclaimed. ( 3 )Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan. ( 4 )In accordance with the terms of the 2011 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price. ( 5 )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. ( 6 )Grant expires on the vesting date if performance measures are not met.

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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