Statement of Changes in Beneficial Ownership (4)
April 11 2017 - 5:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
de Chabert Ralph E
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2. Issuer Name
and
Ticker or Trading Symbol
BROWN FORMAN CORP
[
BFA, BFB
]
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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
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2017
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(Street)
LOUISVILLE, KY 40210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common
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4/7/2017
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S
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1760
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D
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$45.5283
(1)
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4609.726
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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4/30/2017
(4)
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(4)
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Class B Common
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238.0
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238
(5)
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D
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Restricted Stock Units
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(3)
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4/30/2018
(6)
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(6)
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Class B Common
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286.0
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286
(7)
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D
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Stock Appreciation Right
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$13.525
(8)
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5/1/2012
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4/30/2019
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Class B Common
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1180.0
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1180
(8)
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D
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Stock Appreciation Right
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$23.2
(9)
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5/1/2014
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4/30/2021
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Class B Common
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3434.0
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3434
(9)
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D
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Stock Appreciation Right
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$36.21
(10)
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5/1/2016
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4/30/2023
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Class B Common
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1154.0
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1154
(10)
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D
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Stock Appreciation Right
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$45.985
(11)
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5/1/2017
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4/30/2024
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Class B Common
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1334.0
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1334
(11)
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D
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Stock Appreciation Right
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$51.125
(12)
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5/1/2018
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4/30/2025
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Class B Common
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5616.0
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5616
(12)
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D
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Stock Appreciation Right
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$49.005
(13)
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5/1/2019
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4/30/2026
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Class B Common
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6432.0
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6432
(13)
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D
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.5271 to $45.53, inclusive. The reporting person undertakes to provide to Brown-Forman Corporation, any security holder of Brown-Forman Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(2)
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Updated to reflect the August 2016 stock split and corrected as a result of prior reporting error.
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(3)
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Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
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(4)
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The restricted stock units were granted on July 25, 2013, and vest April 30, 2017.
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(5)
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Reflects the acquisition of 119 additional restricted stock units in the August 2016 stock split.
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(6)
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The restricted stock units were granted on July 24, 2014, and vest April 30, 2018.
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(7)
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Reflects the acquisition of 143 additional restricted stock units in the August 2016 stock split.
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(8)
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These stock appreciation rights were previously reported as covering 590 shares at an exercise price of $27.05 but were adjusted to reflect the August 2016 stock split.
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(9)
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These stock appreciation rights were previously reported as covering 1,717 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.
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(10)
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These stock appreciation rights were previously reported as covering 577 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.
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(11)
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These stock appreciation rights were previously reported as covering 667 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.
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(12)
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These stock appreciation rights were previously reported as covering 2,808 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.
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(13)
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These stock appreciation rights were previously reported as covering 3,216 shares at an exercise price of $98.01, but were adjusted to reflect the August 2016 stock split.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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de Chabert Ralph E
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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SVP, Chief Diversity Officer
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Signatures
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Michael E. Carr, Jr., Attorney in Fact for Ralph E. de Chabert
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4/11/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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