Sec Form 5 Filing - McMullian Ryals @ FLOWERS FOODS INC - 2022-01-01

FORM 5 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 McMullian Ryals 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) 1919 FLOWERS CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2022 (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 12/17/2021 G V 1,123 A $ 0 671,176.4757( 1 ) D Common Stock 12/17/2021 G V 1,123 A $ 0 20,833 I By Spouse( 2 ) Common Stock 12/17/2021 G V 3,369 A $ 0 101,674.1401( 1 ) I By Trusts for Minor Children( 2 )( 3 ) Common Stock 12/21/2021 G V 4,620 D $ 0 671,176.4757( 1 ) D Common Stock 12/28/2021 G V 924 D $ 0 671,176.4757( 1 ) D Common Stock 12/31/2021 G V 1,848 D $ 0 671,176.4757( 1 ) D Common Stock 5,060.25 I B y 401(k)( 4 ) Common Stock 2,000,000 I The McMullian Family Wealth Preservation Trust( 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 Restricted Stock Award( 6 ) $ 0( 7 ) 05/23/2023 ( 8 ) Common Stock 43,330 43,330 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McMullian Ryals 1919 FLOWERS CIRCLE THOMASVILLE, GA31757 X President and CEO Signatures /s/ Stephanie B. Tillman, Agent 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amount includes shares acquired through reinvestment of dividends through 12/17/2021. ( 2 )Beneficial ownership is disclaimed. ( 3 )Total of shares held in irrevocable trusts established for the benefit of reporting person's minor children, over which shares reporting person does not have investment authority or voting or dispositive power. ( 4 )Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2021. ( 5 )The reporting person is a beneficiary of the The McMullian Family Wealth Preservation Trust (the "Trust") and does not serve as a trustee of the Trust. On November 30, 2021, the Trust purchased 99,900 Class B (Nonvoting) Membership Units in Dellwood-McMullian Holdings, LLC, a limited liability company in which the reporting person's father owned all of the Class B (Nonvoting) Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units (the "Family LLC"). The Trust purchased the Class B (Nonvoting) Membership Units from the reporting person's father in exchange for two promissory notes in an aggregate principal amount of approximately $49 million, based on an estimated appraised value of the Class B (Nonvoting) Membership Units in the Family LLC transferred, which consideration is subject to adjustment for a valuation of the Class B (Nonvoting) Membership Units transferred. The reporting person has provided a limited guaranty of the promissory notes. The Family LLC owns 2,000,000 shares of common stock of Flowers Foods, Inc., over which shares the reporting person has no investment authority or voting or dispositive power. ( 6 )Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. ( 7 )None. ( 8 )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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