Sec Form 4 Filing - Hamel Matthew E @ BROWN FORMAN CORP - 2022-01-31

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
Hamel Matthew E
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
(Last) (First) (Middle)
850 DIXIE HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2022
(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 01/31/2022 M 14,133 A $ 22.724 21,040( 1 ) D
Class B Common 01/31/2022 F 9,133 D $ 67.25( 2 ) 11,907 D
Class A Common 998( 3 ) D
Class A Common 59.5401( 4 ) I DRIP
Class A Common 6,983( 5 ) I 2021 GRAT
Class A Common 24,860( 6 ) I GRAT
Class B Common 18,694.4047( 7 ) I By 401k
Class B Common 12.8614( 4 ) I DRIP
Class B Common 3,996.8756( 8 ) I ESPP
Class B Common 25,812( 9 ) I 2021 GRAT
Class B Common 41,617( 10 ) I GRAT
Class B Common 70,272 I Spouse Trust
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 $ 22.724( 11 ) 01/31/2022 M 14,133 05/01/2015 04/30/2022 Class B Common 14,133 $ 0 14,534( 11 ) D
Stock Appreciation Right $ 28.034( 12 ) 05/01/2016 04/30/2023 Class B Common 43,520 43,520( 12 ) D
Stock Appreciation Right $ 35.603( 13 ) 05/01/2017 04/30/2024 Class B Common 34,155 34,155( 13 ) D
Stock Appreciation Right $ 39.582( 14 ) 05/01/2018 04/30/2025 Class B Common 38,965 38,965( 14 ) D
Stock Appreciation Right $ 37.942( 15 ) 05/01/2019 04/30/2026 Class B Common 57,274 57,274( 15 ) D
Stock Appreciation Right $ 39.2( 16 ) 05/01/2020 04/30/2027 Class B Common 48,314 48,314( 16 ) D
Stock Appreciation Right $ 53.244( 17 ) 05/01/2021 04/30/2028 Class B Common 29,989 29,989( 17 ) D
Stock Appreciation Right $ 53.875( 18 ) 05/01/2022 04/30/2029 Class B Common 30,694 30,694( 18 ) D
Stock Appreciation Right $ 68.241( 19 ) 05/01/2023 04/30/2030 Class B Common 23,384 23,384( 19 ) D
Stock Appreciation Right $ 70.242( 20 ) 05/01/2024 04/30/2031 Class B Common 13,711 13,711( 20 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hamel Matthew E
850 DIXIE HIGHWAY
LOUISVILLE, KY40210
EVP and General Counsel
Signatures
Jaileah X. Huddleston, Attorney in Fact for Matthew E. Hamel 02/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Total adjusted to reflect the transfer of 5,104 Class B shares from GRAT to direct holdings, and the transfer of 25,812 Class B shares from direct holdings to 2021 GRAT.
( 2 )The closing price of BF-B on January 28, 2022, was used to calculate the withholding obligation.
( 3 )Total adjusted to reflect the transfer of 2,955 Class A shares from GRAT to direct holdings, and the transfer of 6,983 Class A shares from direct holdings to 2021 GRAT.
( 4 )Number of shares acquired through the issuer's dividend reinvestment plan as of January 31, 2022.
( 5 )Reflects the transfer of 6,983 Class A shares from direct holdings to 2021 GRAT.
( 6 )Total adjusted to reflect the transfer of 2,955 Class A shares from GRAT to direct holdings.
( 7 )Number of shares acquired through the issuer's 401(k) plan as of January 31, 2022.
( 8 )Number of shares acquired through the issuer's employee stock purchase program as of January 31, 2022.
( 9 )Reflects the transfer of 25,812 Class B shares from direct holdings to 2021 GRAT.
( 10 )Total adjusted to reflect the transfer of 5,104 Class B shares from GRAT to direct holdings.
( 11 )These stock appreciation rights were previously reported as covering 28,265 shares at an exercise price of $23.047, but were adjusted to reflect the December 2021 special dividend.
( 12 )These stock appreciation rights were previously reported as covering 42,910 shares at an exercise price of $28.433, but were adjusted to reflect the December 2021 special dividend.
( 13 )These stock appreciation rights were previously reported as covering 33,676 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend.
( 14 )These stock appreciation rights were previously reported as covering 38,419 shares at an exercise price of $40.145, but were adjusted to reflect the December 2021 special dividend.
( 15 )These stock appreciation rights were previously reported as covering 56,472 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend.
( 16 )These stock appreciation rights were previously reported as covering 47,637 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend.
( 17 )These stock appreciation rights were previously reported as covering 29,569 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend.
( 18 )These stock appreciation rights were previously reported as covering 30,264 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend.
( 19 )These stock appreciation rights were previously reported as covering 23,056 shares at an exercise price of $69.21, but were adjusted to reflect the December 2021 special dividend.
( 20 )These stock appreciation rights were previously reported as covering 13,519 shares at an exercise price of $71.24, but were adjusted to reflect the December 2021 special dividend.

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