Brian P Fitzgerald Form 4 BROWN FORMAN / Brian P Fitzgerald 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^*

Fitzgerald Brian P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2017

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common	04/27/2017		M		5,274	A	$16.88	6,662(1)	D
Class B Common	04/27/2017		F		3,128	D	$46.76(2)	3,534	D

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	$16.88(3)	04/27/2017		M			5,274	05/01/2010	04/30/2017	Class B Common	5,274(3)	$0	0	D
Stock Appreciation Right	$17.755(4)							05/01/2011	04/30/2018	Class B Common	4,844(4)		4,844	D
Stock Appreciation Right	$13.525(5)							05/01/2012	04/30/2019	Class B Common	9,456(5)		9,456	D
Stock Appreciation Right	$19.215(6)							05/01/2013	04/30/2020	Class B Common	7,938(6)		7,938	D
Stock Appreciation Right	$23.2(7)							05/01/2014	04/30/2021	Class B Common	7,478(7)		7,478	D
Stock Appreciation Right	$29.35(8)							05/01/2015	04/30/2022	Class B Common	6,948(8)		6,948	D
Stock Appreciation Right	$36.21(9)							05/01/2016	04/30/2023	Class B Common	11,524(9)		11,524	D
Stock Appreciation Right	$45.985(10)							05/01/2017	04/30/2024	Class B Common	8,892(10)		8,892	D
Stock Appreciation Right	$51.125(11)							05/01/2018	04/30/2025	Class B Common	10,428(11)		10,428	D
Stock Appreciation Right	$49.005(12)							05/01/2019	04/30/2026	Class B Common	14,256(12)		14,256	D

Explanation of Responses:

1. In August 2016, the Class A and Class B common stock of Brown-Forman Corporation split 2-1, resulting in the reporting person's acquisition of 694 additional shares.

2. The closing price of BF-B on April 26, 2017 was used to calculate the withholding obligation.

3. These stock appreciation rights were previously reported as covering 2,637 shares at an exercise price of $33.76, but were adjusted to reflect the August 2016 stock split.

4. These stock appreciation rights were previously reported as covering 2,422 shares at an exercise price of $35.51, but were adjusted to reflect the August 2016 stock split.

5. These stock appreciation rights were previously reported as covering 4,728 shares at an exercise price of $27.05, but were adjusted to reflect the August 2016 stock split.

6. These stock appreciation rights were previously reported as covering 3,969 shares at an exercise price of $38.43, but were adjusted to reflect the August 2016 stock split.

7. These stock appreciation rights were previously reported as covering 3,739 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.

8. These stock appreciation rights were previously reported as covering 3,474 shares at an exercise price of $58.70, but were adjusted to reflect the August 2016 stock split.

9. These stock appreciation rights were previously reported as covering 5,762 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.

10. These stock appreciation rights were previously reported as covering 4,446 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.

11. These stock appreciation rights were previously reported as covering 5,214 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.

12. These stock appreciation rights were previously reported as covering 7,128 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 Brian P. Fitzgerald	05/01/2017
	** 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).
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