Ryals McMullian - Jan 1, 2022 Form 5 Insider Report for FLOWERS FOODS INC (FLO)

Signature
/s/ Stephanie B. Tillman, Agent
Stock symbol
FLO
Transactions as of
Jan 1, 2022
Transactions value $
$0
Form type
5
Date filed
2/14/2022, 05:49 PM
Previous filing
Dec 2, 2021
Next filing
Feb 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLO Common Stock Gift $0 +1.12K +0.17% $0.00 671K Dec 17, 2021 Direct F1
transaction FLO Common Stock Gift $0 +1.12K +5.7% $0.00 20.8K Dec 17, 2021 By Spouse F2
transaction FLO Common Stock Gift $0 +3.37K +3.43% $0.00 102K Dec 17, 2021 By Trusts for Minor Children F1, F2, F3
transaction FLO Common Stock Gift $0 -4.62K -0.68% $0.00 671K Dec 21, 2021 Direct F1
transaction FLO Common Stock Gift $0 -924 -0.14% $0.00 671K Dec 28, 2021 Direct F1
transaction FLO Common Stock Gift $0 -1.85K -0.27% $0.00 671K Dec 31, 2021 Direct F1
holding FLO Common Stock 5.06K Jan 1, 2022 By 401(k) F4
holding FLO Common Stock 2M Jan 1, 2022 The McMullian Family Wealth Preservation Trust 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 Jan 1, 2022 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 Amount includes shares acquired through reinvestment of dividends through 12/17/2021.
F2 Beneficial ownership is disclaimed.
F3 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.
F4 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.
F5 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.
F6 Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F7 None.
F8 No expiration date.