Ryals McMullian - Feb 23, 2022 Form 4 Insider Report for FLOWERS FOODS INC (FLO)

Signature
/s/ Stephanie B. Tillman, Agent
Stock symbol
FLO
Transactions as of
Feb 23, 2022
Transactions value $
-$1,196,822
Form type
4
Date filed
2/25/2022, 04:15 PM
Previous filing
Feb 14, 2022
Next filing
Jun 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLO Common Stock Award $0 +97.5K +14.53% $0.00 769K Feb 23, 2022 Direct F1
transaction FLO Common Stock Tax liability -$1.2M -42K -5.47% $28.47 727K Feb 23, 2022 Direct F2
holding FLO Common Stock 5.06K Feb 23, 2022 By 401(k) F3
holding FLO Common Stock 20.8K Feb 23, 2022 By Spouse F4
holding FLO Common Stock 102K Feb 23, 2022 By Trusts for Minor Children F2, F4, F5
holding FLO Common Stock 2M Feb 23, 2022 The McMullian Family Wealth Preservation Trust F6

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 Feb 23, 2022 Common Stock 43.3K $0.00 Direct F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Vesting of contingent performance share units granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F2 Amount includes shares acquired through reinvestment of dividends through 12/17/2021.
F3 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.
F4 Beneficial ownership is disclaimed.
F5 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.
F6 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.
F7 Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F8 None.
F9 No expiration date.