Statement of Changes in Beneficial Ownership (4)
January 14 2022 - 4:58PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Whiting Lawson E |
2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP
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BFA, BFB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/13/2022 |
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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 | 1/13/2022 | | M | | 20044 | A | $22.724 | 31676 | D | |
| Class B Common | 1/13/2022 | | F | | 13033 | D | $67.01 (1) | 18643 | D | |
| Class B Common | | | | | | | | 0.6996 (2) | I | DRIP |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $22.724 (3) | 1/13/2022 | | M | | | 20044 | 5/1/2015 | 4/30/2022 | Class B Common | 20044.0 (3) | $0 | 0 | D | |
| Stock Appreciation Right | $28.034 (4) | | | | | | | 5/1/2016 | 4/30/2023 | Class B Common | 22195.0 (4) | | 22195 | D | |
| Stock Appreciation Right | $35.603 (5) | | | | | | | 5/1/2017 | 4/30/2024 | Class B Common | 15601.0 (5) | | 15601 | D | |
| Stock Appreciation Right | $39.582 (6) | | | | | | | 5/1/2018 | 4/30/2025 | Class B Common | 20330.0 (6) | | 20330 | D | |
| Stock Appreciation Right | $37.942 (7) | | | | | | | 5/1/2019 | 4/30/2026 | Class B Common | 29314.0 (7) | | 29314 | D | |
| Stock Appreciation Right | $39.2 (8) | | | | | | | 5/1/2020 | 4/30/2027 | Class B Common | 34619.0 (8) | | 34619 | D | |
| Stock Appreciation Right | $53.244 (9) | | | | | | | 5/1/2021 | 4/30/2028 | Class B Common | 41266.0 (9) | | 41266 | D | |
| Stock Appreciation Right | $53.875 (10) | | | | | | | 5/1/2022 | 4/30/2029 | Class B Common | 111626.0 (10) | | 111626 | D | |
| Stock Appreciation Right | $68.241 (11) | | | | | | | 5/1/2023 | 4/30/2030 | Class B Common | 109334.0 (11) | | 109334 | D | |
| Stock Appreciation Right | $70.242 (12) | | | | | | | 5/1/2024 | 4/30/2031 | Class B Common | 101757.0 (12) | | 101757 | D | |
| Explanation of Responses: |
| (1) | The closing price of BF-B on January 12, 2022, was used to calculate the withholding obligation. |
| (2) | Number of shares acquired through the issuer's dividend reinvestment plan as of January 14, 2022. |
| (3) | These stock appreciation rights were previously reported as covering 19,763 shares at an exercise price of $23.047, but were adjusted to reflect the December 2021 special dividend. |
| (4) | These stock appreciation rights were previously reported as covering 21,884 shares at an exercise price of $28.433, but were adjusted to reflect the December 2021 special dividend. |
| (5) | These stock appreciation rights were previously reported as covering 15,382 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend. |
| (6) | These stock appreciation rights were previously reported as covering 20,045 shares at an exercise price of $40.145, but were adjusted to reflect the December 2021 special dividend. |
| (7) | These stock appreciation rights were previously reported as covering 28,903 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend. |
| (8) | These stock appreciation rights were previously reported as covering 34,134 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend. |
| (9) | These stock appreciation rights were previously reported as covering 40,688 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend. |
| (10) | These stock appreciation rights were previously reported as covering 110,063 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend. |
| (11) | These stock appreciation rights were previously reported as covering 107,803 shares at an exercise price of $69.21, but were adjusted to reflect the December 2021 special dividend. |
| (12) | These stock appreciation rights were previously reported as covering 100,332 shares at an exercise price of $71.24, but were adjusted to reflect the December 2021 special dividend. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Whiting Lawson E
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210 | X |
| President & CEO |
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Signatures
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| Jaileah X. Huddleston, Attorney in Fact for Lawson E. Whiting | | 1/14/2022 |
| **Signature of Reporting Person | Date |
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