Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
AVERA STEPHEN R
   2. Issuer Name and Ticker or Trading Symbol
FLOWERS FOODS INC [FLO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Secretary & Gen Counsel
(Last)
(First)
(Middle)
1919 FLOWERS CIRCLE		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2013
(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 02/20/2013   M   13,950 A $ 0 (1) 225,494 D  
Common Stock 02/20/2013   F   4,695 D $ 27.74 220,799 D  
Common Stock               951 I (2) By 401(k)
Common Stock               450 I By Spouse (3)

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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
Restricted Stock Award (4) $ 0 (1) 02/20/2013   A   2,325     (5)   (6) Common Stock 2,325 $ 0 (1) 13,950 D  
Restricted Stock Award (4) $ 0 (1) 02/20/2013   M     13,950   (5)   (6) Common Stock 13,950 (1) 0 D  
Option (Right to Buy) (4) $ 16.5             02/04/2011 02/04/2015 Common Stock 52,575   52,575 D  
Option (Right to Buy) (4) $ 15.89             02/09/2012 02/09/2016 Common Stock 58,725   58,725 D  
Option (Right to Buy) (4) $ 16.67             02/09/2013 02/09/2017 Common Stock 64,575   64,575 D  
Option (Right to Buy) (4) $ 16.31             02/10/2014 02/10/2018 Common Stock 76,800   76,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
AVERA STEPHEN R
1919 FLOWERS CIRCLE
THOMASVILLE, GA 31757		       EVP, Secretary & Gen Counsel  

Signatures

 Stephen R. Avera   02/21/2013
**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) In accordance with the terms of the 2011 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.
(2) Total includes exempt acquisitions of shares allocated to reporting person in Issuer's 401(k) Plan, as of 12/31/2012.
(3) By Spouse as custodian for reporting person's minor child.
(4) Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
(5) 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.
(6) Grant expires on the vesting date if performance measures are not met.

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