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FLOWERS FOODS INC Director's Dealing 2011

Feb 14, 2011

31465_dirs_2011-02-14_cbab210b-c18d-4172-bf53-6422d76722b0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWERS FOODS INC (FLO)
CIK: 0001128928
Period of Report: 2011-02-10

Reporting Person: AVERA STEPHEN R (EVP, Secretary & Gen Counsel)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-10 Option (Right to Buy) $24.47 A 51200 Acquired 2018-02-10 Common Stock (51200) Direct
2011-02-10 Restricted Stock Award $0 A 7750 Acquired Common Stock (7750) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 126692 Direct
Common Stock 593 Indirect
Common Stock 300 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option (Right to Buy) $18.68 2013-01-03 Common Stock (26175) 26175 Direct
Option (Right to Buy) $19.57 2014-02-05 Common Stock (32775) 32775 Direct
Option (Right to Buy) $24.75 2015-02-04 Common Stock (35050) 35050 Direct
Option (Right to Buy) $23.84 2016-02-09 Common Stock (39150) 39150 Direct
Restricted Stock Award $0 Common Stock (8050) 8050 Direct
Option (Right to Buy) $25.01 2017-02-09 Common Stock (43050) 43050 Direct
Restricted Stock Award $0 Common Stock (6750) 6750 Direct

Footnotes

F1: Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.

F2: Grant expires on the vesting date if performance measures are not met.

F3: In accordance with the terms of the 2011 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.

F4: The company anticipates that in accordance with the terms of the 2011 Restricted Stock Award Agreement the vesting date of the performance shares awarded shall be the date of the filing of the company's Annual Report on Form 10-K with the SEC in 2013.

F5: Total includes exempt acquisitions of shares allocated to reporting person in Issuer's 401(k) Plan, as of 12/31/2009.

F6: By Spouse as custodian for reporting person's minor child.

F7: Grant expires on Exercisable Date if performance measures are not met.

F8: In accordance with the terms of the 2010 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.