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

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1. Name and Address of Reporting Person* Varnedoe Heeth IV (Last) (First) (Middle) 1919 FLOWERS CIRCLE (Street) THOMASVILLE GA 31757 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/04/2021	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) Chief Transformation Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/07/2021
			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	11,711(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amount has been updated to include the 3,670 Time Based Restricted Stock Units ("TBRSUs") that reporting person was granted in 2019 (the "2019 Award") and the 3,490 TBRSUs that reporting person was granted in 2020 (the "2020 Award," and, together with the 2019 Award, the "Awards"), each under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. The 2019 Award will become non-forfeitable over the period running through January 5, 2022, with one-third (1/3) of the 2019 Award becoming non-forfeitable on each of (a) January 5, 2020, (ii) January 5, 2021, and (c) January 5, 2022, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The 2020 Award will become non-forfeitable over the period running through January 5, 2023, with one-third (1/3) of the 2020 Award becoming non-forfeitable on each of (a) January 5, 2021, (ii) January 5, 2022, and (c) January 5, 2023, subject to reporting person having remained in the continuous employ of the Company and/or a Subsidiary until said date. The Awards were inadvertently excluded from reporting person's Form 3, originally filed on January 7, 2021 and amended for other reasons on March 9, 2021, and were also inadvertently excluded from two Form 4s filed by reporting person after his original Form 3 was filed.

	/s/ Stephanie B. Tillman, Agent	01/21/2022
	** 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 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).
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