Ryals McMullian - Mar 15, 2021 Form 4 Insider Report for FLOWERS FOODS INC (FLO)

Role
President and CEO, Director
Signature
/s/ Stephanie B. Tillman, Agent
Stock symbol
FLO
Transactions as of
Mar 15, 2021
Transactions value $
$0
Form type
4
Date filed
12/2/2021, 03:39 PM
Next filing
Feb 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLO Common Stock Gift $0 -2.6K -0.38% $0.00 677K Mar 15, 2021 Direct F2
transaction FLO Common Stock Other +2M 2M Nov 30, 2021 The McMullian Family Wealth Preservation Trust F1
holding FLO Common Stock 97.6K Mar 15, 2021 By Trusts for Minor Children F2, F3, F4
holding FLO Common Stock 19.7K Mar 15, 2021 By Spouse F3
holding FLO Common Stock 4.7K Mar 15, 2021 By 401(k) F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FLO Restricted Stock Award 43.3K Mar 15, 2021 Common Stock 43.3K $0.00 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Amount includes shares acquired through reinvestment of dividends.
F3 Beneficial ownership is disclaimed.
F4 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.
F5 Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2020.
F6 Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F7 None.
F8 No expiration date.