Martin S Brown JR Form 4 BROWN FORMAN / Martin S Brown JR ownership change

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).

1. Name and Address of Reporting Person^*

Brown Martin S JR

(Last) (First) (Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE KY 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2016

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common	04/14/2016		M		4,819	A	$34.95	5,177	D
Class B Common	04/14/2016		F		1,773	D	$95.04(1)	3,404	D
Class A Common								259,473	D
Class B Common								42,556	I	Atkinson Hill LLC
Class A Common								45	I	By Spouse
Class B Common								10	I	By Spouse
Class B Common								25,146	I	By Trust
Class A Common								2,250	I	Trust fbo Children
Class B Common								562	I	Trust fbo Children
Class A Common								8,262	I	UTMA f/b/o Child-1
Class B Common								3,753	I	UTMA f/b/o Child-1
Class A Common								2,523	I	UTMA f/b/o Child-2
Class B Common								1,192	I	UTMA f/b/o Child-2

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$34.95	04/14/2016		M			4,819	07/27/2006	04/30/2016	Class B Common	4,819	$0	0	D
Deferred Stock Units	(2)							(3)	(3)	Class B Common	1,691.08		1,691.08	D
Stock Appreciation Right	$27.05							07/23/2009	04/30/2019	Class B Common	6,752		6,752	D
Stock Appreciation Right	$35.51							07/24/2008	04/30/2018	Class B Common	5,495		5,495	D
Stock Appreciation Right	$33.7659							07/26/2007	04/30/2017	Class B Common	5,987		5,987	D

Explanation of Responses:

1. The closing price of BF-B ($95.04) on April 13, 2016 was used to calculate the withholding obligation.

2. Each deferred stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

3. The deferred stock units vest over the course of the Board year. Vested shares will be delivered to the reporting person on the first February 1st that is at least 6 months following the Director's termination from Board service.

Remarks:

	Kelly A. Bowen, Attorney in Fact for Martin S. Brown, Jr.	04/15/2016
	** 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.
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