FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 * SHIVER ALLEN L   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 __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1925 FLOWERS CIRCLE 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2014 (Street) THOMASVILLE, GA 31757 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/16/2014   M   82,125 A $ 11 594,048 D   Common Stock 12/16/2014   S   25,000 D $ 18.2564 (1) 569,048 D   Common Stock 12/16/2014   S   20,000 D $ 18.354 (2) 549,048 D   Common Stock 12/17/2014   S   14,100 D $ 18.4043 534,948 D   Common Stock 12/17/2014   S   5,900 D $ 18.35 529,048 D   Common Stock               337 I By 401(k) (3) Common Stock               7,282 I By Child (4) Common Stock               4,437 I By Spouse (4)

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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 Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy) (5)

$ 11

12/16/2014

M

82,125

02/04/2011

02/04/2015

Common Stock

82,125

$ 0

0

D

Option (Right to Buy) (5)

$ 10.59

02/09/2012

02/09/2016

Common Stock

117,168

117,168

D

Option (Right to Buy) (5)

$ 11.11

02/09/2013

02/09/2017

Common Stock

152,100

152,100

D

Option (Right to Buy) (5)

$ 10.87

02/10/2014

02/10/2018

Common Stock

226,125

226,125

D

Restricted Stock Award (5)

$ 0

06/02/2017

(6)

Common Stock

58,500

58,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHIVER ALLEN L 1925 FLOWERS CIRCLE THOMASVILLE, GA 31757	X		President and CEO

Signatures

/s/ Stephen R. Avera, Agent		12/18/2014
**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)	Average price of trade executions in range from $18.27 to $18.25.
(2)	Average price of trade executions in range from $18.37 to $18.35.
(3)	Share total includes exempt acquisitions of shares allocated to reporting person under Issuer's 401(k) Plan, based on a plan statement dated 07/14/2014.
(4)	Beneficial ownership is disclaimed.
(5)	Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
(6)	No expiration date.

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