Sec Form 4 Filing - Hayes John V. @ BROWN FORMAN CORP - 2018-04-30

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
Hayes John V.
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 Marketing Officer
(Last) (First) (Middle)
850 DIXIE HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2018
(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 A Common 04/30/2018 F 422 ( 1 ) D $ 53.37 ( 2 ) 1,742 D
Class B Common 04/30/2018 F 106 ( 3 ) D $ 56.04 ( 4 ) 18,278 D
Class A Common 113.743 ( 5 ) I ESPP
Class A Common 4,210 I Hayes Investments LLC
Class B Common 7,545.5054 ( 6 ) I By 401k
Class B Common 33.628 ( 5 ) I ESPP
Class B Common 14,267 I Hayes 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 (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 $ 10.62 ( 7 ) 05/01/2012 04/30/2019 Class B Common 33,109 ( 7 ) 33,109 D
Stock Appreciation Right $ 15.088 ( 8 ) 05/01/2013 04/30/2020 Class B Common 27,788 ( 8 ) 27,788 D
Stock Appreciation Right $ 18.217 ( 9 ) 05/01/2014 04/30/2021 Class B Common 28,912 ( 9 ) 28,912 D
Stock Appreciation Right $ 23.047 ( 10 ) 05/01/2015 04/30/2022 Class B Common 21,806 ( 10 ) 21,806 D
Stock Appreciation Right $ 28.433 ( 11 ) 05/01/2016 04/30/2023 Class B Common 9,020 ( 11 ) 9,020 D
Stock Appreciation Right $ 36.109 ( 12 ) 05/01/2017 04/30/2024 Class B Common 7,201 ( 12 ) 7,201 D
Stock Appreciation Right $ 40.145 ( 13 ) 05/01/2018 04/30/2025 Class B Common 9,190 ( 13 ) 9,190 D
Stock Appreciation Right $ 38.481 ( 14 ) 05/01/2019 04/30/2026 Class B Common 12,674 ( 14 ) 12,674 D
Stock Appreciation Right $ 39.757 05/01/2020 04/30/2027 Class B Common 10,692 ( 15 ) 10,692 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hayes John V.
850 DIXIE HIGHWAY
LOUISVILLE, KY40210
SVP, Chief Marketing Officer
Signatures
Michael E. Carr, Jr., Attorney in Fact for John V. Hayes 05/02/2018
Signature of Reporting Person Date
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 422 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 106 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 )Number of shares acquired through the issuer's employee stock purchase program as of April 30, 2018.
( 6 )Number of shares acquired through the issuer's 401(k) plan as of April 30, 2018, including shares received in the February 2018 stock split.
( 7 )These stock appreciation rights were previously reported as covering 32,498 shares at an exercise price of $10.82, but were adjusted to reflect the April 2018 special dividend.
( 8 )These stock appreciation rights were previously reported as covering 27,275 shares at an exercise price of $15.372, but were adjusted to reflect the April 2018 special dividend.
( 9 )These stock appreciation rights were previously reported as covering 28,378 shares at an exercise price of $18.56, but were adjusted to reflect the April 2018 special dividend.
( 10 )These stock appreciation rights were previously reported as covering 21,403 shares at an exercise price of $23.48, but were adjusted to reflect the April 2018 special dividend.
( 11 )These stock appreciation rights were previously reported as covering 8,853 shares at an exercise price of $28.968, but were adjusted to reflect the April 2018 special dividend.
( 12 )These stock appreciation rights were previously reported as covering 7,068 shares at an exercise price of $36.788, but were adjusted to reflect the April 2018 special dividend.
( 13 )These stock appreciation rights were previously reported as covering 9,020 shares at an exercise price of $40.90, but were adjusted to reflect the April 2018 special dividend.
( 14 )These stock appreciation rights were previously reported as covering 12,440 shares at an exercise price of $39.204, but were adjusted to reflect the April 2018 special dividend.
( 15 )These stock appreciation rights were previously reported as covering 10,494 shares at an exercise price of $40.504, but were adjusted to reflect the April 2018 special dividend.

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