Sec Form 4 Filing - Varnedoe Heeth IV @ FLOWERS FOODS INC - 2021-12-07

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
Varnedoe Heeth IV
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)
Chief Transformation Officer
(Last) (First) (Middle)
1919 FLOWERS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2021
(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 12/07/2021 S 3,000( 1 ) D $ 25.93 0 I By Trust for Minor Children( 2 )
Common Stock 6,517 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Varnedoe Heeth IV
1919 FLOWERS CIRCLE
THOMASVILLE, GA31757
Chief Transformation Officer
Signatures
/s/ Stephanie B. Tillman, Agent 12/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were omitted from the reporting person's original Form 3, and also were omitted from the Form 4 filed by the reporting person after his original Form 3 was filed. A Form 3/A was filed by the reporting person to correct the error made in the original Form 3, however, the Form 3/A erroneously reported that the trust held 4,258 shares instead of 3,000 shares-the latter of which is the correct number. As reported in this Form 4, the trust sold all 3,000 shares it held and, as a result of this sale, no longer owns any shares of the Issuer.
( 2 )These shares were held in a trust for the benefit of the reporting person's minor children. The reporting person's spouse is a co-trustee of the trust. The reporting person disclaimed beneficial ownership of these securities.

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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