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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Farrer Marshall |
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2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [BFA, BFB]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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850 DIXIE HIGHWAY |
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2018 |
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LOUISVILLE, KY 40210 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class B Common | 04/30/2018 |
| M |
| 6,169 | A |
$13.942 | 8,826 (1) | D |
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| Class B Common | 04/30/2018 |
| F |
| 3,039 | D |
$56.04 (2) | 5,787 | D |
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| Class B Common | 04/30/2018 |
| M |
| 971 | A |
$
0
| 6,758 | D |
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| Class B Common | 04/30/2018 |
| F |
| 309 | D |
$56.04 (3) | 6,449 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Stock Appreciation Right |
$13.942 (4) | 04/30/2018 |
| M |
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| 6,169 | 07/24/2008 | 04/30/2018 | Class B Common | 6,169.00 (4) |
$
0
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0
| D |
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| Restricted Stock Units | (5) | 05/01/2018 |
| M |
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| 971 | 05/01/2018 |
(6) | Class B Common | 971.00 |
$
0
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0
| D |
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| Stock Appreciation Right |
$10.62 (7) |
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| 07/23/2009 | 04/30/2019 | Class B Common | 6,057.00 (7) |
| 6,057 | D |
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| Stock Appreciation Right |
$15.088 (8) |
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| 07/22/2010 | 04/30/2020 | Class B Common | 9,027.00 (8) |
| 9,027 | D |
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| Stock Appreciation Right |
$18.217 (9) |
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| 07/28/2011 | 04/30/2021 | Class B Common | 3,916.00 (9) |
| 3,916 | D |
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| Stock Appreciation Right |
$23.047 (10) |
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| 07/26/2012 | 04/30/2022 | Class B Common | 5,933.00 (10) |
| 5,933 | D |
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| Stock Appreciation Right |
$40.145 (11) |
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| 07/23/2015 | 04/30/2025 | Class B Common | 4,814.00 (11) |
| 4,814 | D |
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| Stock Appreciation Right |
$38.481 (12) |
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| 07/28/2016 | 04/30/2026 | Class B Common | 3,291.00 (12) |
| 3,291 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Farrer Marshall
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210 |
X
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Signatures
| Michael E. Carr, Jr., Attorney in Fact for Marshall B. Farrer | |
05/02/2018 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | On February 28, 2018, the issuer completed a stock split resulting in the distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. On April 23, 2018, the issuer paid a special cash dividend. Total has been updated to reflect the acquisition of 531 additional shares in the February 2018 stock split. |
| (2) | The closing price of BF-B on April 27, 2018 was used to calculate the withholding obligation. |
| (3) | The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation. |
| (4) | These stock appreciation rights were previously reported as covering 4,844 shares at an exercise price of $17.755, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock. |
| (6) | The restricted stock units were granted on July 24, 2014, and vested April 30, 2018. |
| (7) | These stock appreciation rights were previously reported as covering 4,756 shares at an exercise price of $13.525, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (8) | These stock appreciation rights were previously reported as covering 7,088 shares at an exercise price of $19.215, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (9) | These stock appreciation rights were previously reported as covering 3,074 shares at an exercise price of $23.20, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (10) | These stock appreciation rights were previously reported as covering 4,658 shares at an exercise price of $29.35, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (11) | These stock appreciation rights were previously reported as covering 3,780 shares at an exercise price of $51.125, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
| (12) | These stock appreciation rights were previously reported as covering 2,584 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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