Brown-Forman Form 4 BROWN FORMAN / JANE C MORREAU 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^*

MORREAU JANE C

(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, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017

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	01/03/2017		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 (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	$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

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.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for Jane C. Morreau	01/05/2017
	** 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.

Brown-Forman (BF-A) Form 4BROWN FORMAN / JANE C MORREAU ownership change