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*
VARGA PAUL C

(Last) (First) (Middle)
850 DIXIE HIGHWAY

(Street)
LOUISVILLE KY 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2017
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)
Code V Amount (A) or (D) Price
Class A Common 04/30/2017 F 13,429(1) D $48.06(2) 171,363(3) D
Class A Common 3,688.2241(4) I DRIP
Class A Common 312,364(5) I GRAT
Class A Common 444(6) I PCV Investments LLC
Class B Common 40,000(7) I Family Trust
Class B Common 95,804(8) I GRAT
Class B Common 66,062(9) I PCV Investments LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $23.2(10) 05/01/2014 04/30/2021 Class B Common 191,522(10) 191,522 D
Stock Appreciation Right $29.35(11) 05/01/2015 04/30/2022 Class B Common 185,028(11) 185,028 D
Stock Appreciation Right $36.21(12) 05/01/2016 04/30/2023 Class B Common 124,664(12) 124,664 D
Stock Appreciation Right $45.985(13) 05/01/2017 04/30/2024 Class B Common 122,046(13) 122,046 D
Stock Appreciation Right $51.125(14) 05/01/2018 04/30/2025 Class B Common 154,250(14) 154,250 D
Stock Appreciation Right $49.005(15) 05/01/2019 04/30/2026 Class B Common 215,084(15) 215,084 D
Explanation of Responses:
1. To satisfy withholding obligations associated with the July 25, 2013 award of Class A common stock that vested on April 30, 2017, the reporting person surrendered 13,429 shares of Class A common stock.
2. The closing price of BF-A ($48.06) on April 28, 2017 was used to calculate the withholding obligation.
3. In August 2016, the Class A and Class B common stock of Brown-Forman Corporation split 2-1, resulting in the reporting person's acquisition of 92,396 additional shares.
4. Number of shares acquired through the issuer's Omnibus dividend reinvestment as of May 2, 2017. Updated to reflect the August 2016 Stock Split.
5. Reflects the acquisition of 156,182 additional shares in the August 2016 stock split.
6. Reflects the acquisition of 222 additional shares in the August 2016 stock split.
7. Reflects the acquisition of 20,000 additional shares in the August 2016 stock split.
8. Reflects the acquisition of 47,902 additional shares in the August 2016 stock split.
9. Reflects the acquisition of 33,031 additional shares in the August 2016 stock split.
10. These stock appreciation rights were previously reported as covering 95,761 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.
11. These stock appreciation rights were previously reported as covering 92,514 shares at an exercise price of $58.70, but were adjusted to reflect the August 2016 stock split.
12. These stock appreciation rights were previously reported as covering 62,332 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.
13. These stock appreciation rights were previously reported as covering 61,023 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.
14. These stock appreciation rights were previously reported as covering 77,125 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.
15. These stock appreciation rights were previously reported as covering 107,542 shares at an exercise price of $98.01, but were adjusted to reflect the August 2016 stock split.
Remarks:
Michael E. Carr, Jr., Attorney in Fact for Paul C. Varga 05/02/2017
** 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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