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^*

Hayes John V.

(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)
	SVP, Chief Marketing 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		422⁽¹⁾	D	$53.37⁽²⁾	1,742	D
Class B Common	04/30/2018		F		106⁽³⁾	D	$56.04⁽⁴⁾	18,278	D
Class A Common								113.743⁽⁵⁾	I	ESPP
Class A Common								4,210	I	Hayes Investments LLC
Class B Common								7,545.5054⁽⁶⁾	I	By 401k
Class B Common								33.628⁽⁵⁾	I	ESPP
Class B Common								14,267	I	Hayes 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)
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	$10.62⁽⁷⁾							05/01/2012	04/30/2019	Class B Common	33,109⁽⁷⁾		33,109	D
Stock Appreciation Right	$15.088⁽⁸⁾							05/01/2013	04/30/2020	Class B Common	27,788⁽⁸⁾		27,788	D
Stock Appreciation Right	$18.217⁽⁹⁾							05/01/2014	04/30/2021	Class B Common	28,912⁽⁹⁾		28,912	D
Stock Appreciation Right	$23.047⁽¹⁰⁾							05/01/2015	04/30/2022	Class B Common	21,806⁽¹⁰⁾		21,806	D
Stock Appreciation Right	$28.433⁽¹¹⁾							05/01/2016	04/30/2023	Class B Common	9,020⁽¹¹⁾		9,020	D
Stock Appreciation Right	$36.109⁽¹²⁾							05/01/2017	04/30/2024	Class B Common	7,201⁽¹²⁾		7,201	D
Stock Appreciation Right	$40.145⁽¹³⁾							05/01/2018	04/30/2025	Class B Common	9,190⁽¹³⁾		9,190	D
Stock Appreciation Right	$38.481⁽¹⁴⁾							05/01/2019	04/30/2026	Class B Common	12,674⁽¹⁴⁾		12,674	D
Stock Appreciation Right	$39.757							05/01/2020	04/30/2027	Class B Common	10,692⁽¹⁵⁾		10,692	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 422 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. 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 106 shares of Class B common stock.

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

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

6. Number of shares acquired through the issuer's 401(k) plan as of April 30, 2018, including shares received in the February 2018 stock split.

7. These stock appreciation rights were previously reported as covering 32,498 shares at an exercise price of $10.82, but were adjusted to reflect the April 2018 special dividend.

8. These stock appreciation rights were previously reported as covering 27,275 shares at an exercise price of $15.372, but were adjusted to reflect the April 2018 special dividend.

9. These stock appreciation rights were previously reported as covering 28,378 shares at an exercise price of $18.56, but were adjusted to reflect the April 2018 special dividend.

10. These stock appreciation rights were previously reported as covering 21,403 shares at an exercise price of $23.48, but were adjusted to reflect the April 2018 special dividend.

11. These stock appreciation rights were previously reported as covering 8,853 shares at an exercise price of $28.968, but were adjusted to reflect the April 2018 special dividend.

12. These stock appreciation rights were previously reported as covering 7,068 shares at an exercise price of $36.788, but were adjusted to reflect the April 2018 special dividend.

13. These stock appreciation rights were previously reported as covering 9,020 shares at an exercise price of $40.90, but were adjusted to reflect the April 2018 special dividend.

14. These stock appreciation rights were previously reported as covering 12,440 shares at an exercise price of $39.204, but were adjusted to reflect the April 2018 special dividend.

15. These stock appreciation rights were previously reported as covering 10,494 shares at an exercise price of $40.504, but were adjusted to reflect the April 2018 special dividend.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for John V. Hayes	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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