Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
STITH MELVIN T
2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [FLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

WHITMAN SCHOOL OF MANAGEMENT, 721 UNIVERSITY AVENUE, SUITE 415
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/29/2018
(Street)


SYRACUSE, NY 13244-2450
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/07/2018   G 1,274 D $ 0 43,534.5267 (1) D  
Common Stock 12/17/2018   G 50 A $ 0 50 I By Spouse as custodian for minor grandchild (2)
Common Stock 12/17/2018   G 50 D $ 0 43,484.5267 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock (3) $ 0 (4)           06/03/2009   (5) Common Stock
8,055
  8,055
D
 
Deferred Stock (3) $ 0 (4)           06/09/2010   (5) Common Stock
10,642
  10,642
D
 
Deferred Stock (3) $ 0 (4)           05/27/2012   (5) Common Stock
7,560
  7,560
D
 
Deferred Stock (3) $ 0 (4)           06/05/2013   (5) Common Stock
7,170
  7,170
D
 
Deferred Stock (3) $ 0 (4)           05/28/2014   (5) Common Stock
5,415
  5,415
D
 
Deferred Stock (6)             05/23/2015   (5) Common Stock
6,030
  6,030
D
 
Deferred Stock (6) $ 0 (4)           06/09/2016   (5) Common Stock
6,026
  6,026
D
 
Deferred Stock (6)             05/25/2017   (5) Common Stock
6,934
  6,934
D
 
Deferred Stock (6) $ 0 (4)           05/24/2018   (5) Common Stock
7,020
  7,020
D
 
Deferred Stock (6) $ 0 (4)           05/23/2019   (5) Common Stock
6,500
  6,500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STITH MELVIN T
WHITMAN SCHOOL OF MANAGEMENT
721 UNIVERSITY AVENUE, SUITE 415
SYRACUSE, NY 13244-2450
  X      

Signatures

/s/ Stephen R. Avera, Agent 02/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Share total includes shares acquired through reinvestment of dividends.
(2) Beneficial ownership is disclaimed.
(3) Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
(4) In accordance with the terms of the Deferred Shares Agreement for Directors, the deferred shares awarded do not have a conversion or exercise price.
(5) No expiration date.
(6) Granted under the Flowers Foods, Inc. 2014 Omnibus Equity and Incentive Compensation Plan.

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