Statement of Changes in Beneficial Ownership (4)
03 Mai 2018 - 1:45AM
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
*
de Chabert Ralph E
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Chief Diversity Officer
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2018
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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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4/30/2018
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M
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365
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A
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$0
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3562
(1)
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D
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Class B Common
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4/30/2018
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F
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139
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D
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$56.04
(2)
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3423
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D
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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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Restricted Stock Units
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(3)
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4/30/2018
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M
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365
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4/30/2018
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(4)
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Class B Common
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365.0
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$0
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0
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D
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Stock Appreciation Right
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$10.62
(5)
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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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1503.0
(5)
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1503
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D
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Stock Appreciation Right
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$18.217
(6)
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5/1/2014
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4/30/2021
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Class B Common
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4374.0
(6)
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4374
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D
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Stock Appreciation Right
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$28.433
(7)
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5/1/2016
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4/30/2023
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Class B Common
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1471.0
(7)
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1471
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D
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Stock Appreciation Right
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$36.109
(8)
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5/1/2017
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4/30/2024
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Class B Common
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1700.0
(8)
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1700
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D
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Stock Appreciation Right
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$40.145
(9)
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5/1/2018
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4/30/2025
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Class B Common
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7152.0
(9)
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7152
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D
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Stock Appreciation Right
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$38.481
(10)
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5/1/2019
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4/30/2026
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Class B Common
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8192.0
(10)
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8192
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D
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Stock Appreciation Right
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$39.757
(11)
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5/1/2020
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4/30/2027
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Class B Common
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6910.0
(11)
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6910
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D
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Explanation of Responses:
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(1)
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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 640 additional shares in the February 2018 stock split.
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(2)
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The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation.
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(3)
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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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(4)
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The restricted stock units were granted July 24, 2014, and vested April 30, 2018.
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(5)
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These stock appreciation rights were previously reported as covering 1,180 shares at an exercise price of $13.525, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(6)
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These stock appreciation rights were previously reported as covering 3,434 shares at an exercise price of $23.20, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(7)
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These stock appreciation rights were previously reported as covering 1,154 shares at an exercise price of $36.21, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(8)
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These stock appreciation rights were previously reported as covering 1,334 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(9)
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These stock appreciation rights were previously reported as covering 5,616 shares at an exercise price of $51.125, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(10)
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These stock appreciation rights were previously reported as covering 6,432 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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(11)
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These stock appreciation rights were previously reported as covering 5,425 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
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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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de Chabert Ralph E
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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SVP, Chief Diversity Officer
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Signatures
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Michael E. Carr, Jr., Attorney in Fact for Ralph E. de Chabert
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5/2/2018
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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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