SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

COURTNEY H MARK

(Last)

(First)

(Middle)

16 MEANDER TRACE

(Street)

THOMASVILLE

31792

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2011

3. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [ FLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Sales&Mkt Flowers Bakeries

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,171	D
Common Stock	3,864	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)⁽¹⁾	02/05/2010	02/05/2014	Common Stock	10,275	$19.57	D
Option (Right to Buy)⁽¹⁾	02/04/2011	02/04/2015	Common Stock	9,700	$24.75	D
Option (Right to Buy)⁽¹⁾	02/09/2012	02/09/2016	Common Stock	12,550	$23.84	D
Restricted Stock Award⁽¹⁾	02/09/2011	⁽²⁾	Common Stock	2,600	$0⁽³⁾	D
Option (Right to Buy)⁽¹⁾	02/09/2013	02/09/2017	Common Stock	14,450	$25.01	D
Restricted Stock Award⁽¹⁾	02/09/2012	⁽²⁾	Common Stock	2,300	$0⁽⁴⁾	D

Explanation of Responses:

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

2. Grant expires on Exercisable Date if performance measures are not met.

3. In accordance with the terms of the 2009 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.

4. In accordance with the terms of the 2010 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.

	/s/ Stephen R. Avera, Agent	01/12/2011
	** 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 5 (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.