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^*

de Chabert Ralph E

(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 Diversity Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2022

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	06/01/2022		A		937⁽¹⁾	A	$0	3,685	D
Class A Common	06/01/2022		F		290⁽²⁾	D	$62.42⁽³⁾	3,395	D

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	$28.034⁽⁴⁾							05/01/2016	04/30/2023	Class B Common	1,492		1,492⁽⁴⁾	D
Stock Appreciation Right	$35.603⁽⁵⁾							05/01/2017	04/30/2024	Class B Common	1,725		1,725⁽⁵⁾	D
Stock Appreciation Right	$39.582⁽⁶⁾							05/01/2018	04/30/2025	Class B Common	7,254		7,254⁽⁶⁾	D
Stock Appreciation Right	$37.942⁽⁷⁾							05/01/2019	04/30/2026	Class B Common	8,309		8,309⁽⁷⁾	D
Stock Appreciation Right	$39.2⁽⁸⁾							05/01/2020	04/30/2027	Class B Common	7,009		7,009⁽⁸⁾	D
Stock Appreciation Right	$53.244⁽⁹⁾							05/01/2021	04/30/2028	Class B Common	4,349		4,349⁽⁹⁾	D
Stock Appreciation Right	$53.875⁽¹⁰⁾							05/01/2022	04/30/2029	Class B Common	5,468		5,468⁽¹⁰⁾	D
Stock Appreciation Right	$68.241⁽¹¹⁾							05/01/2023	04/30/2030	Class B Common	7,498		7,498⁽¹¹⁾	D
Stock Appreciation Right	$70.242⁽¹²⁾							05/01/2024	04/30/2031	Class B Common	5,032		5,032⁽¹²⁾	D

Explanation of Responses:

1. These shares were issued on June 1, 2022, in connection with a July 25, 2019, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2022.

2. To satisfy withholding obligations associated with the July 25, 2019, award of performance-based restricted stock units that were issued as shares on June 1, 2022, the reporting person surrendered 290 shares of Class A common stock.

3. The closing price of BF-A on April 29, 2022, was used to calculate the withholding obligation.

4. These stock appreciation rights were previously reported as covering 1,471 shares at an exercise price of $28.433, but were adjusted to reflect the December 2021 special dividend.

5. These stock appreciation rights were previously reported as covering 1,700 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend.

6. These stock appreciation rights were previously reported as covering 7,152 shares at an exercise price of $40.145, but were adjusted to reflect the December 2021 special dividend.

7. These stock appreciation rights were previously reported as covering 8,192 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend.

8. These stock appreciation rights were previously reported as covering 6,910 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend.

9. These stock appreciation rights were previously reported as covering 4,288 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend.

10. These stock appreciation rights were previously reported as covering 5,391 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend.

11. These stock appreciation rights were previously reported as covering 7,393 shares at an exercise price of $69.21, but were adjusted to reflect the December 2021 special dividend.

12. These stock appreciation rights were previously reported as covering 4,961 shares at an exercise price of $71.24, but were adjusted to reflect the December 2021 special dividend.

Remarks:

	Jaileah X. Huddleston, Attorney in Fact for Ralph E. de Chabert	06/03/2022
	** 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).
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