Heeth Varnedoe IV - Jan 4, 2021 Form 3/A - Amendment Insider Report for FLOWERS FOODS INC (FLO)

Role: Chief Transformation Officer
Signature: /s/ Stephanie B. Tillman, Agent
Stock symbol: FLO
Transactions as of: Jan 4, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 1/21/2022, 02:07 PM
Date Of Original Report: Jan 7, 2021
Next filing: Jan 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FLO	Common Stock						11.7K	Jan 4, 2021	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This amount has been updated to include the 3,670 Time Based Restricted Stock Units ("TBRSUs") that reporting person was granted in 2019 (the "2019 Award") and the 3,490 TBRSUs that reporting person was granted in 2020 (the "2020 Award," and, together with the 2019 Award, the "Awards"), each under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. The 2019 Award will become non-forfeitable over the period running through January 5, 2022, with one-third (1/3) of the 2019 Award becoming non-forfeitable on each of (a) January 5, 2020, (ii) January 5, 2021, and (c) January 5, 2022, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The 2020 Award will become non-forfeitable over the period running through January 5, 2023, with one-third (1/3) of the 2020 Award becoming non-forfeitable on each of (a) January 5, 2021, (ii) January 5, 2022, and (c) January 5, 2023, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The Awards were inadvertently excluded from reporting person's Form 3, originally filed on January 7, 2021 and amended for other reasons on March 9, 2021, and were also inadvertently excluded from two Form 4s filed by reporting person after his original Form 3 was filed.

Content

This amount has been updated to include the 3,670 Time Based Restricted Stock Units ("TBRSUs") that reporting person was granted in 2019 (the "2019 Award") and the 3,490 TBRSUs that reporting person was granted in 2020 (the "2020 Award," and, together with the 2019 Award, the "Awards"), each under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. The 2019 Award will become non-forfeitable over the period running through January 5, 2022, with one-third (1/3) of the 2019 Award becoming non-forfeitable on each of (a) January 5, 2020, (ii) January 5, 2021, and (c) January 5, 2022, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The 2020 Award will become non-forfeitable over the period running through January 5, 2023, with one-third (1/3) of the 2020 Award becoming non-forfeitable on each of (a) January 5, 2021, (ii) January 5, 2022, and (c) January 5, 2023, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The Awards were inadvertently excluded from reporting person's Form 3, originally filed on January 7, 2021 and amended for other reasons on March 9, 2021, and were also inadvertently excluded from two Form 4s filed by reporting person after his original Form 3 was filed.