SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FLOWERS FOODS INC [ FLO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/01/2022 | S | 66,000 | D | $26.543(1) | 1,934,000 | I | The McMullian Family Wealth Preservation Trust(2) | ||
| Common Stock | 06/02/2022 | S | 9,400 | D | $26.4043(3) | 1,924,600 | I | The McMullian Family Wealth Preservation Trust(2) | ||
| Common Stock | 726,702.3383(4) | D | ||||||||
| Common Stock | 5,060.25 | I | By 401(k)(5) | |||||||
| Common Stock | 20,833 | I | By Spouse(6) | |||||||
| Common Stock | 102,521.7606(4) | I | By Trusts for Minor Children(6)(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Award(8) | $0(9) | 05/23/2023 | (10) | Common Stock | 43,330 | 43,330 | D | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.5001 to $26.6933, inclusive. The reporting person undertakes to provide to Flowers Foods, Inc., any security holder of Flowers Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. The reporting person is a beneficiary of 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 reporting person has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.3650 to $26.4154, inclusive. The reporting person undertakes to provide to Flowers Foods, Inc., any security holder of Flowers Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 03/18/2022. |
| 5. 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. |
| 6. Beneficial ownership is disclaimed. |
| 7. 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. |
| 8. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. |
| 9. None. |
| 10. No expiration date. |
| /s/ Stephanie B. Tillman, Agent | 06/03/2022 | |
| ** 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. | ||