Sec Form 4 Filing - DEESE GEORGE E @ FLOWERS FOODS INC - 2020-01-23

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 DEESE GEORGE E 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 _____ Officer (give title below) X __ Other (specify below) Non-Executive Chairman (Last) (First) (Middle) 318 BEACHSIDE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2020 (Street) PANAMA CITY, FL32413 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 01/23/2020 G V 12,890 D $ 0 2,261,339 D ( 1 ) Common Stock 01/23/2020 G V 12,890 A $ 0 193,239 I By Family Trusts ( 2 ) Common Stock 05/21/2020 M 5,780 A 2,267,119 D ( 1 ) Common Stock 50,301 I By Spouse ( 4 ) Common Stock 24,467 I By IRA Common Stock 675,000 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 (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 Deferred Stock ( 6 ) ( 3 ) 05/21/2020 M 5,780 05/21/2020 ( 7 ) Common Stock 5,780 ( 3 ) 0 D Deferred Stock ( 6 ) ( 3 ) 05/21/2020 A 5,700 05/27/2021 ( 7 ) Common Stock 5,700 $ 0 5,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEESE GEORGE E 318 BEACHSIDE DRIVE PANAMA CITY, FL32413 X Non-Executive Chairman Signatures /s/ Stephanie B. Tillman, Agent 05/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 61,636 shares held by a revocable trust, for which trust reporting person is the sole beneficiary and trustee. ( 2 )Shares held by ten (10) family trusts, for all of which trusts reporting person is a co-trustee. ( 3 )In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price. ( 4 )Beneficial ownership is disclaimed. ( 5 )Shares held by family LLC, in which reporting person and his spouse are the only voting members. ( 6 )Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. ( 7 )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).

** 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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