SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. __1__)*
Flowers Foods, Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
343498101
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(CUSIP Number)
12/31/2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act")or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 343498101 13G Page 2 OF 5 Pages
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1. NAMES OF REPORTING PERSONS
Munder Capital Management
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
NUMBER OF 2,382,548
SHARES -----------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
2,792,325
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,325
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 343498101 13G Page 3 OF 5 Pages
Item 1.
(a) Name of Issuer:
Flowers Foods, Inc.
(b) Address of Issuer's Principal Executive Offices:
1919 Flowers Circle
Thomasville, Georgia 31757
Item 2.
(a) Name of Person Filing:
Munder Capital Management ("Munder")
(b) Address of Principal Business Office:
Munder Capital Center
480 Pierce Street
Birmingham, MI 48009
(c) Citizenship:
Munder is a general partnership formed under the laws of the
State of Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
343498101
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(e) [X] An investment adviser in accordance with 240.13d-1
(b)(1)(ii)(E);
Item 4. Ownership
(a) Amount Beneficially Owned:
2,792,325 shares
(b) Percent of Class
3.0%
CUSIP No. 343498101 13G Page 4 OF 5 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
2,382,548
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
2,792,325
(iv) shared power to dispose or direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
CUSIP No. 343498101 13G Page 5 OF 5 Pages
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
February 4, 2009
MUNDER CAPITAL MANAGEMENT,
a Delaware general partnership
By: /s/ Mary Ann C. Shumaker
Its: Associate General Counsel