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