Statement of Changes in Beneficial Ownership (4)
March 25 2016 - 12:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Brown George Garvin IV
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2016
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(Street)
LOUISVILLE, KY 40210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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9/4/2015
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G
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V
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36
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D
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$0
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273427
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D
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Class B Common
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10/9/2015
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G
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V
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1630
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D
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$0
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271797
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D
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Class B Common
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10/9/2015
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G
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V
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520
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A
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$0
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3095
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I
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Crummey Trust
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Class B Common
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10/9/2015
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G
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V
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1370
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A
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$0
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2973
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I
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Spouse's trust
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Class A Common
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3/22/2016
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G
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V
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47625
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D
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$0
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69010
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D
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Class A Common
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3/22/2016
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G
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V
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47625
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A
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$0
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47625
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I
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Sullivan Street Partners
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Class A Common
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3/23/2016
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G
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V
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1650
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D
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$0
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67360
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D
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Class A Common
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3/23/2016
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G
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V
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1400
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A
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$0
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7471
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I
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Spouse's trust
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Class A Common
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3/23/2016
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J
(1)
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9523
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D
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$105.225
(2)
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57837
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D
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Class A Common
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3/23/2016
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J
(1)
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9523
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A
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$105.225
(2)
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104457
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I
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2012 GRAT
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Class B Common
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12891.1691
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I
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By 401k
(3)
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Class A Common
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57837
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D
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Class A Common
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10190
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I
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2010 GRAT
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Class B Common
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17418
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I
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2010 GRAT
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Class B Common
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2746
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I
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CBGB LLC
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Class A Common
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7346
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I
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Crummey Trust
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Class A Common
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11620
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I
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GGB IV CLAT
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Class A Common
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529554
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I
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GGB4 2010 #1 LP
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Class B Common
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78300
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I
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GGB4 2010#2 LLC
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Class A Common
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496
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I
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GGB4 2010#2 LLC
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Class A Common
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2580235.50
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I
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GGB4 2012 LP
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Class B Common
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255168
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I
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GGB4 2012 LP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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7. Title and Amount of Securities Underlying Derivative Security
(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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Deferred Stock Units
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(4)
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(5)
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(5)
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Class A Common
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3161.58
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3161.58
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D
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Stock Appreciation Right
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$34.95
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5/1/2009
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4/30/2016
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Class B Common
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1467.0
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1467
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D
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Stock Appreciation Right
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$35.51
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5/1/2011
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4/30/2018
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Class B Common
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1542.0
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1542
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D
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Stock Appreciation Right
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$27.05
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5/1/2012
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4/30/2019
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Class B Common
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4714.0
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4714
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D
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Restricted Stock Units
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(6)
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4/30/2016
(7)
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(7)
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Class B Common
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3124.0
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3124
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D
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Restricted Stock Units
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(6)
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4/30/2017
(8)
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(8)
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Class B Common
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3936.0
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3936
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D
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Restricted Stock Units
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(6)
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4/30/2018
(9)
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(9)
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Class B Common
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3426.0
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3426
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D
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Restricted Stock Units
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(6)
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4/30/2019
(10)
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(10)
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Class B Common
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380.0
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380
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D
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Stock Appreciation Right
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$33.76
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5/1/2010
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4/30/2017
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Class B Common
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1679.0
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1679
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D
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Explanation of Responses:
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(
1)
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On March 23, 2016, the reporting person exchanged Class A shares for cash held by a GRAT. The reporting person disclaims beneficial ownership of the shares by the GRAT except to the extent of his pecuniary interest therein.
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(
2)
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The mean price of the issuer's Class A Common stock as of March 23, 2016 ($105.225) was used to value the transaction.
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(
3)
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Number of shares acquired through the issuer's 401(k) plan as of March 24, 2016.
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(
4)
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Under the Brown-Forman Corporation Non-Employee Director Deferred Stock Unit Program each DSU represents the right to receive one share of the Company's Class A common stock. Grants made on July 23, 2015, were based on the closing price of the Company's Class A common stock on that date ($111.30). On each dividend payment date, participants are credited with DSU equivalents.
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(
5)
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Annual grants of DSUs vest over the course of the Board year. DSUs are paid out in Class A common stock on the first February 1 that is at least six months following the Director's termination from Board service.
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(
6)
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Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
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(
7)
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The Restricted Stock Units were granted on July 26, 2012, and vest on April 30, 2016.
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(
8)
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The Restricted Stock Units were granted on July 25, 2013, and vest on April 30, 2017.
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(
9)
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The Restricted Stock Units were granted on July 24, 2014, and vest on April 30, 2018.
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(
10)
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The Restricted Stock Units were granted on July 23, 2015, and vest on April 30, 2019.
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Remarks:
The reporting person disclaims beneficial ownership of the shares held by trusts and entities set forth in this form except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brown George Garvin IV
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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X
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Signatures
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Kelly Bowen, Atty. in Fact for George Garvin Brown IV
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3/25/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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