0001127602-22-023901.txt : 20221012
0001127602-22-023901.hdr.sgml : 20221012
20221012185747
ACCESSION NUMBER: 0001127602-22-023901
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221010
FILED AS OF DATE: 20221012
DATE AS OF CHANGE: 20221012
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: 221307696
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
2022-10-10
0001128928
FLOWERS FOODS INC
FLO
0001714892
McMullian Ryals
1919 FLOWERS CIRCLE
THOMASVILLE
GA
31757
1
1
President and CEO
Common Stock
2022-10-10
4
J
0
200000
D
1581580
I
The McMullian Family Wealth Preservation Trust
Common Stock
2022-10-10
4
J
0
200
D
1581380
I
The McMullian Family Wealth Preservation Trust
Common Stock
726747.994
D
Common Stock
5060.25
I
By 401(k)
Common Stock
20833
I
By Spouse
Common Stock
104291.8504
I
By Trusts for Minor Children
Restricted Stock Award
0
2023-05-23
Common Stock
43330
43330
D
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.
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.
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.
Total includes shares acquired through reinvestment of dividends, based upon a statement dated 09/16/2022.
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 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
2022-10-12