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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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)
04/30/2018
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 A Common 04/30/2018 F 7,570(1) D $53.37(2) 179,713 D
Class B Common 04/30/2018 F 1,893(3) D $56.04(4) 121,894(5) D
Class A Common 3,688.2241 I DRIP
Class A Common 312,364 I GRAT
Class A Common 444 I PCV Investments LLC
Class B Common 50,000(6) I Family Trust
Class B Common 197,846(7) I GRAT
Class B Common 82,688(8) 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 $23.047(9) 05/01/2015 04/30/2022 Class B Common 235,630(9) 235,630 D
Stock Appreciation Right $28.433(10) 05/01/2016 04/30/2023 Class B Common 158,757(10) 158,757 D
Stock Appreciation Right $36.109(11) 05/01/2017 04/30/2024 Class B Common 155,424(11) 155,424 D
Stock Appreciation Right $40.145(12) 05/01/2018 04/30/2025 Class B Common 196,435(12) 196,435 D
Stock Appreciation Right $38.481(13) 05/01/2019 04/30/2026 Class B Common 273,905(13) 273,905 D
Stock Appreciation Right $39.757(14) 05/01/2020 04/30/2027 Class B Common 231,052(14) 231,052 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 7,570 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 1,893 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. 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 62,213 additional shares in the February 2018 stock split, including 3,980 shares of Class B common performance-based restricted stock issued in connection with the July 24, 2014 award of Class A common stock.
6. Total has been updated to reflect the acquisition of 10,000 additional shares in the February 2018 stock split.
7. Total has been updated to reflect the acquisition of 102,042 additional shares in the February 2018 stock split.
8. Total has been updated to reflect the acquisition of 16,626 additional shares in the February 2018 stock split.
9. These stock appreciation rights were previously reported as covering 185,028 shares at an exercise price of $29.35, 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 124,664 shares at an exercise price of $36.21, 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 122,046 shares at an exercise price of $45.985, 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 154,250 shares at an exercise price of $51.125, 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 215,084 shares at an exercise price of $49.005, 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 181,433 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 Paul C. Varga 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.