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 Campbell P

(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
Officer (give title below) Other (specify below)
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)
Code V Amount (A) or (D) Price
Class B Common 04/30/2018 M 4,379 A $13.942 1,192,468(1) D
Class B Common 04/30/2018 F 2,185 D $56.04(2) 1,190,283 D
Class B Common 04/30/2018 M 1,213 A $0 1,191,496 D
Class B Common 04/30/2018 F 395 D $56.04(3) 1,191,101 D
Class B Common 916,987(4) I Brown Barker 2013 LLC
Class B Common 21,239.9324(5)(6) I By 401k
Class B Common 45(7) I Child #1
Class B Common 45(7) I Child #2
Class B Common 60,543(8) I CPB 2010 #2 LLC
Class B Common 12,241.2376(5)(9) I ESPP
Class B Common 264,777(10) I CPB 2010 #1 LLC
Class B Common 35,625(10) I Trust FBO Campbell P. Brown
Class B Common 35,625(10) I Trust FBO Geo Garvin Brown IV (Irrev)
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 $13.942(11) 04/30/2018 M 4,379 07/24/2008 04/30/2018 Class B Common 4,379(11) $0 0 D
Restricted Stock Units (12) 04/30/2018 M 1,213 04/30/2018 (13) Class B Common 1,213 $0 0 D
Stock Appreciation Right $15.088(14) 07/22/2010 04/30/2020 Class B Common 2,260(14) 2,260 D
Stock Appreciation Right $36.109(15) 07/24/2014 04/30/2024 Class B Common 2,833(15) 2,833 D
Stock Appreciation Right $38.481(16) 05/01/2019 04/30/2026 Class B Common 7,262(16) 7,262 D
Stock Appreciation Right $39.757(17) 05/01/2020 04/30/2027 Class B Common 9,189(17) 9,189 D
Restricted Stock Units (12) 04/30/2019 (18) Class B Common 3,714(18) 3,714 D
Explanation of Responses:
1. 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 559,512 additional shares in the February 2018 stock split.
2. The closing price of BF-B on April 27, 2018 was used to calculate the withholding obligation.
3. The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation.
4. Total has been updated to reflect the acquisition of 376,104 additional shares in the February 2018 stock split.
5. Updated to reflect the February 2018 stock split.
6. Number of shares acquired through the issuer's 401(k) plan as of April 30, 2018.
7. Total has been updated to reflect the acquisition of 9 additional shares in the February 2018 stock split.
8. Total has been updated to reflect the acquisition of 12,108 additional shares in the February 2018 stock split.
9. Number of shares acquired through the issuer's employee stock purchase program as of April 30, 2018.
10. These shares were received in the February 2018 stock split.
11. These stock appreciation rights were previously reported as covering 3,438 shares at an exercise price of $17.755, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
12. Each restricted stock unit represents a contingent right to recive one share of Brown-Forman Class B common stock.
13. The restricted stock units were granted on July 24, 2014, and vested April 30, 2018.
14. These stock appreciation rights were previously reported as covering 1,774 shares at an exercise price of $19.215, 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 2,224 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
16. These stock appreciation rights were previously reported as covering 5,702 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
17. These stock appreciation rights were previously reported as covering 7,215 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
18. The restricted stock units were granted on July 23, 2015, and vest April 30, 2019.
Remarks:
Michael E. Carr, Jr., Attorney in Fact for Campbell P. Brown 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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