Stith Melvin T Form 5 FLOWERS FOODS / MELVIN T STITH ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

STITH MELVIN T

(Last)

(First)

(Middle)

WHITMAN SCHOOL OF MANAGEMENT

721 UNIVERSITY AVENUE, SUITE 415

(Street)

SYRACUSE

13244-2450

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2018		G	1,274	D	$0	43,534.5267⁽¹⁾	D
Common Stock	12/17/2018		G	50	A	$0	50	I	By Spouse as custodian for minor grandchild⁽²⁾
Common Stock	12/17/2018		G	50	D	$0	43,484.5267⁽¹⁾	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock⁽³⁾	$0⁽⁴⁾						06/03/2009	⁽⁵⁾	Common Stock	8,055		8,055	D
Deferred Stock⁽³⁾	$0⁽⁴⁾						06/09/2010	⁽⁵⁾	Common Stock	10,642		10,642	D
Deferred Stock⁽³⁾	$0⁽⁴⁾						05/27/2012	⁽⁵⁾	Common Stock	7,560		7,560	D
Deferred Stock⁽³⁾	$0⁽⁴⁾						06/05/2013	⁽⁵⁾	Common Stock	7,170		7,170	D
Deferred Stock⁽³⁾	$0⁽⁴⁾						05/28/2014	⁽⁵⁾	Common Stock	5,415		5,415	D
Deferred Stock⁽⁶⁾	⁽⁴⁾						05/23/2015	⁽⁵⁾	Common Stock	6,030		6,030	D
Deferred Stock⁽⁶⁾	$0⁽⁴⁾						06/09/2016	⁽⁵⁾	Common Stock	6,026		6,026	D
Deferred Stock⁽⁶⁾	⁽⁴⁾						05/25/2017	⁽⁵⁾	Common Stock	6,934		6,934	D
Deferred Stock⁽⁶⁾	$0⁽⁴⁾						05/24/2018	⁽⁵⁾	Common Stock	7,020		7,020	D
Deferred Stock⁽⁶⁾	$0⁽⁴⁾						05/23/2019	⁽⁵⁾	Common Stock	6,500		6,500	D

Explanation of Responses:

1. Share total includes shares acquired through reinvestment of dividends.

2. Beneficial ownership is disclaimed.

3. Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.

4. In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.

5. No expiration date.

6. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.

	/s/ Stephen R. Avera, Agent	02/04/2019
	** Signature of Reporting Person	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Stith Melvin T Form 5FLOWERS FOODS / MELVIN T STITH ownership change