SEC Form 4 · accession 0001127602-15-027029
FLOWERS FOODS INC · FLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George E Deese
Director · Other
Period of report
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 4:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001128928
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 11, 2015 | M | 608,175 | $10.59 | A | 2,910,984 | D | |
| Common StockF1 | Sep 11, 2015 | S | 265,000 | $24.0526 | D | 2,645,984 | D | |
| Common StockF2 | Sep 14, 2015 | S | 100,000 | $24.0566 | D | 2,545,984 | D | |
| Common StockF3 | Sep 15, 2015 | S | 48,300 | $24.0131 | D | 2,497,684 | D | |
| Common StockF4 | holding | — | — | — | 23,408 | I | By 401(k) | |
| Common StockF5 | holding | — | — | — | 50,301 | I | By Spouse | |
| Common StockF6 | holding | — | — | — | 150,000 | I | By Family LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F7 | $10.59 | Sep 11, 2015 | M | 608,175 | D | Feb 9, 2012 | Feb 9, 2016 | Common Stock | 608,175 | 0 | D |
| Option (Right to Buy)F7 | $11.11 | holding | — | — | — | Feb 9, 2013 | Dec 31, 2016 | Common Stock | 587,587 | 587,587 | D |
| Option (Right to Buy)F7 | $10.87 | holding | — | — | — | Feb 10, 2014 | Dec 31, 2016 | Common Stock | 739,462 | 739,462 | D |
| Deferred StockF8,F9,F10 | $0.00 | holding | — | — | — | Jun 9, 2016 | — | Common Stock | 6,026 | 6,026 | D |
Explanation of responses
- F1Average of trade executions in price range from $24.27 to $23.95 per share.
- F10No expiration date.
- F2Average of trade executions in price range from $24.22 to $23.925 per share.
- F3Average of trade executions in price range of $24.16 to $23.81 per share.
- F4Total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated as of 12/31/2014.
- F5Beneficial ownership is disclaimed.
- F6Shares held by family LLC, in which reporting person and his spouse are the only members.
- F7Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
- F8Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.
- F9In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.