SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MORREAU JANE C

(Last)

(First)

(Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE

40210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	04/30/2018		F		1,472⁽¹⁾	D	$53.37⁽²⁾	23,081⁽³⁾	D
Class B Common	04/30/2018		F		368⁽⁴⁾	D	$56.04⁽⁵⁾	5,899⁽⁶⁾	D
Class B Common								8,068.8785⁽⁷⁾	I	ESPP

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$15.088⁽⁸⁾							05/01/2013	04/30/2020	Class B Common	32,067⁽⁸⁾		32,067	D
Stock Appreciation Right	$18.217⁽⁹⁾							05/01/2014	04/30/2021	Class B Common	36,588⁽⁹⁾		36,588	D
Stock Appreciation Right	$23.047⁽¹⁰⁾							05/01/2015	04/30/2022	Class B Common	28,267⁽¹⁰⁾		28,267	D
Stock Appreciation Right	$28.433⁽¹¹⁾							05/01/2016	04/30/2023	Class B Common	23,601⁽¹¹⁾		23,601	D
Stock Appreciation Right	$36.109⁽¹²⁾							05/01/2017	04/30/2024	Class B Common	34,194⁽¹²⁾		34,194	D
Stock Appreciation Right	$40.145⁽¹³⁾							05/01/2018	04/30/2025	Class B Common	34,077⁽¹³⁾		34,077	D
Stock Appreciation Right	$38.481⁽¹⁴⁾							05/01/2019	04/30/2026	Class B Common	52,827⁽¹⁴⁾		52,827	D
Stock Appreciation Right	$39.757⁽¹⁵⁾							05/01/2020	04/30/2027	Class B Common	40,510⁽¹⁵⁾		40,510	D

Explanation of Responses:

1. To satisfy withholding obligations associated with the July 24, 2014 award of Class A common stock that vested on April 30, 2018, the reporting person surrendered 1,472 shares of Class A common stock.

2. The closing price of BF-A on April 30, 2018 was used to calculate the withholding obligation.

3. Total has been updated to reflect dividend reinvestment.

4. To satisfy withholding obligations associated with the shares of Class B performance-based restricted stock that were issued in the February 2018 stock split and vested on April 30, 2018, the reporting person surrendered 368 shares of Class B common stock.

5. The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation.

6. On February 28, 2018, the issuer completed a stock split resulting in the distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. On April 23, 2018, the issuer paid a special cash dividend. Total has been updated to reflect the acquisition of 6,163 additional shares in the February 2018 stock split, including 773 shares of Class B common performance-based restricted stock issued in connection with the July 24, 2014 award of Class A common stock.

7. Number of shares acquired through the issuer's employee stock purchase program as of April 30, 2018.

8. These stock appreciation rights were previously reported as covering 25,180 shares at an exercise price of $19.215, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

9. These stock appreciation rights were previously reported as covering 28,730 shares at an exercise price of $23.20, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

10. These stock appreciation rights were previously reported as covering 22,196 shares at an exercise price of $29.35, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

11. These stock appreciation rights were previously reported as covering 18,532 shares at an exercise price of $36.21, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

12. These stock appreciation rights were previously reported as covering 26,850 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

13. These stock appreciation rights were previously reported as covering 26,758 shares at an exercise price of $51.125, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

14. These stock appreciation rights were previously reported as covering 41,482 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

15. These stock appreciation rights were previously reported as covering 31,810 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for Jane C. Morreau	05/02/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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