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^*

Brown J McCauley

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2016

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								9,204⁽¹⁾	D
Class A Common	10/11/2016		J⁽²⁾		25,000	A	$48.93	1,961,790⁽³⁾	I	By Brown Ventures, LLC
Class A Common								363,880⁽⁴⁾	I	By JMB Irrev Trust
Class A Common								434⁽⁵⁾	I	By Spouse
Class A Common								353,796⁽⁶⁾	I	By MAE LLC
Class A Common								101,408⁽⁷⁾	I	By Spouse Irrev Trust
Class A Common								7,850⁽⁸⁾	I	By Spray Trust
Class A Common								2,000⁽⁹⁾	I	Crummey Trust
Class A Common								193,396⁽¹⁰⁾	I	Spouse GRAT
Class A Common								31,990⁽¹¹⁾	I	Williams Trust
Class A Common								22,920⁽¹²⁾	I	By IRA
Class B Common								123,284⁽¹³⁾	D
Class B Common	10/11/2016		J⁽²⁾		26,211	D	$46.67	102,751⁽¹⁴⁾	I	By Brown Ventures, LLC
Class B Common								27,690⁽¹⁵⁾	I	by IRA
Class B Common								2,040⁽¹⁶⁾	I	Williams Trust
Class B Common								22,628⁽¹⁷⁾	I	By Spouse

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)
Restricted Stock Units	⁽¹⁸⁾							04/30/2017⁽¹⁹⁾	⁽¹⁹⁾	Class B Common	424		424	D
Restricted Stock Units	⁽¹⁸⁾							04/30/2018⁽²⁰⁾	⁽²⁰⁾	Class B Common	342		342	D
Restricted Stock Units	⁽¹⁸⁾							04/30/2019⁽²¹⁾	⁽²¹⁾	Class B Common	316		316	D

Explanation of Responses:

1. On August 18, 2016, the Class A and Class B common stock of Brown-Forman Corporation split 2-1, resulting in the reporting person's acquisition of 16,062 additonal shares. Total also updated to reflect that 22,920 shares previously reported as directly held are actually held by IRA.

2. On October 11, 2016, Brown Ventures, LLC exchanged 26,211 Class B shares for 25,000 Class A shares held by a relative of the filing person. The closing prices on October 6, 2016 ($48.93 for Class A and $46.67 for Class B) were used to value the transaction.

3. Reflects the acquisition of 968,395 additional shares in the August 2016 stock split.

4. Reflects the acquisition of 181,940 additional shares in the August 2016 stock split.

5. Reflects the acquisition of 217 additional shares in the August 2016 stock split.

6. Reflects the acquisition of 176,898 additional shares in the August 2016 stock split.

7. Reflects the acquisition of 50,704 additional shares in the August 2016 stock split.

8. Reflects the acquisition of 3,925 additional shares in the August 2016 stock split.

9. Reflects the acquisition of 1,000 additional shares in the August 2016 stock split.

10. Reflects the acquisition of 96,698 additional shares in the August 2016 stock split.

11. Reflects the acquisition of 15,995 additional shares in the August 2016 stock split.

12. Total updated to reflect that 22,920 shares previously reported as directly held are actually held by IRA.

13. Reflects acquisition of 66,634 additional shares in the August 2016 stock split. Total has also been updated to reflect that 10,000 Class B shares previously reported as directly held are actually held by IRA, and to correct a prior mathematical error.

14. Reflects the acquisition of 64,481 additional shares in the August 2016 stock split.

15. Reflects acquisition of 8,841.5903 additional shares in the August 2016 stock split. Total has also been updated to reflect that 10,000 Class B shares previously reported as directly held are actually held by IRA, and to correct a prior mathematical error.

16. Reflects the acquisition of 1,020 additional shares in the August 2016 stock split.

17. Reflects the acquisition of 11,314 additional shares in the August 2016 stock split. Holding erroneously omitted from last form filed.

18. Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

19. Total reflects the acquisition of 212 additional Restricted Stock Units in the August 2016 stock split. The Restricted Stock Units were granted on July 25, 2013, and vest April 30, 2017.

20. Total reflects the acquisition of 171 additional Restricted Stock Units in the August 2016 stock split. The Restricted Stock Units were granted on July 24, 2014, and vest April 30, 2018.

21. Total reflects the acquisition of 158 additional Restricted Stock Units in the August 2016 stock split. The Restricted Stock Units were granted on July 23, 2015, and vest April 30, 2019.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for J. McCauley Brown	10/13/2016
	** 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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