Sec Form 4 Filing - MORREAU JANE C @ BROWN FORMAN CORP - 2017-01-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MORREAU JANE C
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, Chief Financial Officer
(Last) (First) (Middle)
850 DIXIE HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2017
(Street)
LOUISVILLE, KY40210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/03/2017 M 14,262 A $ 17.755 14,366 ( 1 ) D
Class B Common 01/03/2017 F 8,839 D $ 44.92 ( 2 ) 5,527 D
Class B Common 01/03/2017 S 5,423 D $ 45.1687 ( 3 ) 104 D
Class A Common 23,038.4541 ( 4 ) D
Class B Common 5,932.4076 ( 5 ) I ESPP
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 17.755 ( 6 ) 01/03/2017 M 14,262 05/01/2011 04/30/2018 Class B Common 14,262 $ 0 0 ( 6 ) D
Stock Appreciation Right $ 13.525 ( 7 ) 05/01/2012 04/30/2019 Class B Common 22,926 22,926 ( 7 ) D
Stock Appreciation Right $ 19.215 ( 8 ) 05/01/2013 04/30/2020 Class B Common 25,180 25,180 ( 8 ) D
Stock Appreciation Right $ 23.2 ( 9 ) 05/01/2014 04/30/2021 Class B Common 28,730 28,730 ( 9 ) D
Stock Appreciation Right $ 29.35 ( 10 ) 05/01/2015 04/30/2022 Class B Common 22,196 22,196 ( 10 ) D
Stock Appreciation Right $ 36.21 ( 11 ) 05/01/2016 04/30/2023 Class B Common 18,532 18,532 ( 11 ) D
Stock Appreciation Right $ 45.985 ( 12 ) 05/01/2017 04/30/2024 Class B Common 26,850 26,850 ( 12 ) D
Stock Appreciation Right $ 51.125 ( 13 ) 05/01/2018 04/30/2025 Class B Common 26,758 26,758 ( 13 ) D
Stock Appreciation Right $ 49.005 ( 14 ) 05/01/2019 04/30/2026 Class B Common 41,482 41,482 ( 14 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORREAU JANE C
850 DIXIE HIGHWAY
LOUISVILLE, KY40210
EVP, Chief Financial Officer
Signatures
Michael E. Carr, Jr., Attorney in Fact for Jane C. Morreau 01/05/2017
Signature of Reportin g Person Date
Explanation of Responses:
( 1 )On August 18, 2016, the Class A and Class B common stock of Brown-Forman Corporation split 2-1, resulting in the reporting person's acquisition of 52 additional shares.
( 2 )The closing price of BF-B on December 30, 2016 was used to calculate the withholding obligation.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $45.1644 to $45.19, 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 purchased at each separate price within the range set forth in this footnote.
( 4 )Total updated to reflect dividend reinvestment and additional shares acquired in the August 2016 stock split.
( 5 )Number of shares acquired through the issuer's employee stock purchase program as of January 3, 2017. Also updated to reflect additional shares acquired in the August 2016 stock split.
( 6 )These stock appreciation rights were previously reported as covering 7,131 shares at an exercise price of $35.51, but were adjusted to reflect the August 2016 stock split.
( 7 )These stock appreciation rights were previously reported as covering 11,463 shares at an exercise price of $27.05, but were adjusted to reflect the August 2016 stock split.
( 8 )These stock appreciation rights were previously reported as covering 12,590 shares at an exercise price of $38.43, but were adjusted to reflect the August 2016 stock split.
( 9 )These stock appreciation rights were previously reported as covering 14,365 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.
( 10 )These stock appreciation rights were previously reported as covering 11,098 shares at an exercise price of $58.70, but were adjusted to reflect the August 2016 stock split.
( 11 )These stock appreciation rights were previously reported as covering 9,266 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.
( 12 )These stock appreciation rights were previously reported as covering 13,425 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.
( 13 )These stock appreciation rights were previously reported as covering 13,379 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.
( 14 )These stock appreciation rights were previously reported as covering 20,741 shares at an exercise price of $98.01, but were adjusted to reflect the August 2016 stock split.

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