0001127602-22-021365.txt : 20220819 0001127602-22-021365.hdr.sgml : 20220819 20220819153627 ACCESSION NUMBER: 0001127602-22-021365 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220818 FILED AS OF DATE: 20220819 DATE AS OF CHANGE: 20220819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McMullian Ryals CENTRAL INDEX KEY: 0001714892 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16247 FILM NUMBER: 221180607 MAIL ADDRESS: STREET 1: 2922 IVANHOE ROAD CITY: TALLAHASSEE STATE: FL ZIP: 32312 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS FOODS INC CENTRAL INDEX KEY: 0001128928 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 582582379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: 1919 FLOWERS CIRCLE CITY: THOMASVILLE STATE: GA ZIP: 31757 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-08-18 0001128928 FLOWERS FOODS INC FLO 0001714892 McMullian Ryals 1919 FLOWERS CIRCLE THOMASVILLE GA 31757 1 1 President and CEO Common Stock 2022-08-18 4 S 0 143020 27.968 D 1781580 I The McMullian Family Wealth Preservation Trust Common Stock 726725.5439 D Common Stock 5060.25 I By 401(k) Common Stock 20833 I By Spouse Common Stock 103421.4534 I By Trusts for Minor Children Restricted Stock Award 0 2023-05-23 Common Stock 43330 43330 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.8703 to $28.07, 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. 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. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 06/23/2022. 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. Beneficial ownership is disclaimed. Total includes shares acquired through reinvestment of dividends, based upon a statement dated 06/23/2022. 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. Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan. None. No expiration date. /s/ Stephanie B. Tillman, Agent 2022-08-19