Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hamel Matthew 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)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2024

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 B Common	01/31/2024		M		8,538	A	$35.603	33,805	D
Class B Common	01/31/2024		F		6,493	D	$56.11⁽¹⁾	36,555⁽²⁾	D
Class B Common								19,766⁽³⁾	I	2021 GRAT
Class B Common								30,728⁽⁴⁾	I	GRAT
Class B Common								89,972	I	Spouse Trust
Class B Common								5,162.9865⁽⁵⁾	I	ESPP
Class B Common								20,487.8646⁽⁶⁾	I	By 401k
Class B Common								19.1523⁽⁷⁾	I	DRIP
Class A Common								11,624⁽⁸⁾	D
Class A Common								5,527⁽⁹⁾	I	2021 GRAT
Class A Common								18,052⁽¹⁰⁾	I	GRAT
Class A Common								85.8596⁽⁷⁾	I	DRIP

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	$35.603	01/31/2024		M			8,538	05/01/2017	04/30/2024	Class B Common	8,538	$0	8,541	D

Explanation of Responses:

1. The closing price of BF-B on January 30, 2024, was used to calculate the withholding obligation.

2. Total updated to reflect transfer of 3,146 Class B shares from 2021 GRAT to individual holdings and transfer of 6,097 Class B shares from GRAT to individual holdings.

3. Total updated to reflect transfer of 3,146 Class B shares from 2021 GRAT to individual holdings.

4. Total updated to reflect transfer of 6,097 Class B shares from GRAT to individual holdings.

5. Number of shares acquired through the issuer's employee stock purchase program as of January 31, 2024.

6. Number of shares acquired through the issuer's 401(k) plan as of January 31, 2024.

7. Number of shares acquired through the issuer's dividend reinvestment plan as of January 31, 2024.

8. Total updated to reflect transfer of 756 Class A shares from 2021 GRAT to individual holdings and 3,944 Class A shares from GRAT to individual holdings.

9. Total updated to reflect transfer of 756 Class A shares from 2021 GRAT to individual holdings.

10. Total updated to reflect transfer of 3,944 Class A shares from GRAT to individual holdings.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for Matthew E. Hamel	02/01/2024
	** 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.