Ryals McMullian - Oct 10, 2022 Form 4 Insider Report for FLOWERS FOODS INC (FLO)

Signature
/s/ Stephanie B. Tillman, Agent
Stock symbol
FLO
Transactions as of
Oct 10, 2022
Transactions value $
$0
Form type
4
Date filed
10/12/2022, 06:57 PM
Previous filing
Aug 19, 2022
Next filing
Feb 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLO Common Stock Other -200K -11.23% 1.58M Oct 10, 2022 The McMullian Family Wealth Preservation Trust F1, F2
transaction FLO Common Stock Other -200 -0.01% 1.58M Oct 10, 2022 The McMullian Family Wealth Preservation Trust F2, F3
holding FLO Common Stock 727K Oct 10, 2022 Direct F4
holding FLO Common Stock 5.06K Oct 10, 2022 By 401(k) F5
holding FLO Common Stock 20.8K Oct 10, 2022 By Spouse F6
holding FLO Common Stock 104K Oct 10, 2022 By Trusts for Minor Children F4, F6, F7

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 Oct 10, 2022 Common Stock 43.3K $0.00 Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities are held by Dellwood-McMullian Holdings, LLC (the "Family LLC"), a limited liability company in which The McMullian Family Wealth Preservation Trust (the "Trust") owns all of the Class B (Nonvoting) Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units. On 10/10/2022, the Family LLC distributed 200,000 shares of common stock of Flowers Foods, Inc. to the Trust, then these shares were immediately transferred from the Trust to a revocable trust for the benefit of the reporting person's father to repay a portion of an outstanding promissory note. The reporting person does not serve as trustee of the revocable trust and has no investment authority or voting or dispositive power over the shares of common stock of Flowers Foods, Inc. held in such revocable trust.
F2 Reporting person is a beneficiary of the Trust and does not serve as a trustee. On 11/30/2021, the Trust purchased 99,900 Class B (Nonvoting) Membership Units, in which the reporting person's father owned all of the Class B Membership Units and the reporting person's sister owned all of the Class A (Voting) Membership Units. The Trust purchased the Class B 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 Membership Units in the Family LLC transferred, which consideration is subject to adjustment for a valuation of the Class B Membership Units transferred. The reporting person has provided a limited guaranty of the promissory notes. The reporting person has no investment authority, no voting or dispositive power over the shares of common stock of Flowers Foods, Inc. owned by the Family LLC.
F3 The reported securities are held by the Family LLC. On October 10, 2022, the Family LLC distributed 200 shares of common stock of Flowers Foods, Inc. to the reporting person's sister.
F4 Total includes shares acquired through reinvestment of dividends, based upon a statement dated 09/16/2022.
F5 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.
F6 Beneficial ownership is disclaimed.
F7 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.
F8 Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
F9 None.
F10 No expiration date.