Brown-Forman Form 4 BROWN FORMAN / Campbell P Brown 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 Campbell P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2017

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	09/13/2016		G	V	1,200	D	$0	625,135⁽¹⁾	D
Class A Common	02/13/2017		G	V	1,150	D	$0	1,609,476⁽²⁾	D
Class A Common	02/13/2017		G	V	575	A	$0	17,159⁽³⁾	I	Trust FBO Geo Garvin Brown IV
Class A Common	03/23/2017		J⁽⁴⁾		3,000,000	D	⁽⁴⁾	963,536⁽⁵⁾	I	Brown Barker 2013 LLC
Class A Common								1,059,108⁽⁶⁾	I	CPB 2010 #1 LLC
Class A Common								142,500⁽⁷⁾	I	Trust FBO Campbell P. Brown
Class A Common								142,500⁽⁷⁾	I	Trust FBO Geo Garvin Brown IV (Irrev)
Class B Common								540,883⁽⁸⁾	I	Brown Barker 2013 LLC
Class B Common								15,737.1308⁽⁹⁾	I	By 401k
Class B Common								0⁽¹⁰⁾	I	CBGB LLC
Class B Common								36⁽¹¹⁾	I	Child #1
Class B Common								36⁽¹¹⁾	I	Child #2
Class B Common								48,435⁽¹²⁾	I	CPB 2010 #2 LLC
Class B Common								9,387.8618⁽¹³⁾	I	ESPP
Class B Common								2,706⁽¹⁴⁾	I	Trust FBO Geo Garvin Brown IV

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)
Restricted Stock Units	⁽¹⁵⁾							05/01/2017	⁽¹⁵⁾	Class B Common	1,726		1,726⁽¹⁶⁾	D
Restricted Stock Units	⁽¹⁷⁾							05/01/2018	⁽¹⁷⁾	Class B Common	952		952⁽¹⁸⁾	D
Restricted Stock Units	⁽¹⁹⁾							05/01/2019	⁽¹⁹⁾	Class B Common	2,916		2,916⁽²⁰⁾	D
Stock Appreciation Right	$16.88⁽²¹⁾							07/26/2007	04/30/2017	Class B Common	3,748⁽²¹⁾		3,748⁽²¹⁾	D
Stock Appreciation Right	$17.755⁽²²⁾							07/24/2008	04/30/2018	Class B Common	3,438		3,438⁽²²⁾	D
Stock Appreciation Right	$19.215⁽²³⁾							07/22/2010	04/30/2020	Class B Common	1,774		1,774⁽²³⁾	D
Stock Appreciation Right	$45.985⁽²⁴⁾							07/24/2014	04/30/2024	Class B Common	2,224		2,224⁽²⁴⁾	D
Stock Appreciation Right	$49.005⁽²⁵⁾							05/01/2019	04/30/2026	Class B Common	5,702		5,702⁽²⁵⁾	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 311,794 additional shares. Total also updated to reflect the acquisition of 2,747 additional shares resulting from the dissolution of CBGB LLC on September 14, 2016, and to correct prior reporting error.

2. Reflects the acquisition of 805,313 additional shares in the August 2016 stock split.

3. Reflects the acquisition of 8,042 additional shares in the August 2016 stock split and total corrected as a result of a prior reporting error.

4. Reflects contribution of shares to a limited liability company.

5. Reflects the acquisition of 1,981,768 additional shares in the August 2016 stock split.

6. Reflects the acquisition of 529,554 additional shares in the August 2016 stock split.

7. Reflects the acquisition of 71,250 additional shares in the August 2016 stock split.

8. Reflects the acquisition of 270,442 additional shares in the August 2016 stock split.

9. Total updated to reflect shares acquired in the August 2016 stock split.

10. Reflects the acquisition of 2,746 additional shares in the August 2016 stock split. Total also updated to reflect the distribution of all shares on September 14, 2016.

11. Reflects the acquisition of 18 additional shares in the August 2016 stock split.

12. Reflects the acquisition of 24,218 additional shares in the August 2016 stock split.

13. Number of shares acquired through the issuer's employee stock purchase program as of March 27, 2017. Total also updated to reflect shares acquired in August 2016 stock split.

14. Reflects the acquisition of 1,353 additional shares in the August 2016 stock split.

15. The restricted stock units vest May 1, 2017

16. Reflects the acquisition of 863 additional restricted stock units in the August 2016 stock split.

17. The restricted stock units vest May 1, 2018.

18. Reflects the acquisition of 476 additional restricted stock units in the August 2016 stock split.

19. The restricted stock units vest May 1, 2019.

20. Reflects the acquisition of 1,458 additional restricted stock units in the August 2016 stock split.

21. These SSARs were previously reported as covering 1,874 shares at an exercise price of $33.76.

22. These SSARs were previously reported as covering 1,719 shares at an exercise price of $35.51.

23. These SSARs were previously reported as covering 887 shares at an exercise price of $38.43.

24. These SSARs were previously reported as covering 1,112 shares at an exercise price of $91.97.

25. These SSARs were previously reported as covering 2,851 shares at an exercise price of $98.01.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for Campbell P. Brown	03/27/2017
	** 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 / Campbell P Brown ownership change