Statement of Changes in Beneficial Ownership (4)
04 Juni 2022 - 1:28AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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 Campbell P |
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 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
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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 | 6/1/2022 | | A | | 330 (1) | A | $0 | 570335 (2) | D | |
| Class B Common | 6/1/2022 | | F | | 122 (3) | D | $67.44 (4) | 570213 | D | |
| Class B Common | | | | | | | | 0 (5) | I | ESPP |
| Class B Common | | | | | | | | 0 (6) | I | By 401k |
| Class B Common | | | | | | | | 916987 | I | Brown Barker 2013 LLC |
| Class B Common | | | | | | | | 45 | I | Child #1 |
| Class B Common | | | | | | | | 45 | I | Child #2 |
| Class B Common | | | | | | | | 264777 | I | CPB 2010 #1 LLC |
| Class B Common | | | | | | | | 60543 | I | CPB 2010 #2 LLC |
| Class B Common | | | | | | | | 88166 | I | CPBee Charitable 2018 LLC |
| Class B Common | | | | | | | | 299326 | I | CPBee Endowment 2018 LLC |
| Class B Common | | | | | | | | 88166 | I | CPBee Sale 2018 LLC |
| Class B Common | | | | | | | | 220090 | I | GGB4 2013 Trust |
| Class B Common | | | | | | | | 30285 | I | Trust FBO Campbell P. Brown |
| Class B Common | | | | | | | | 35625 | I | Trust FBO Geo Garvin Brown IV (Irrev) |
| Class B Common | | | | | | | | 191850 (7) | I | SCB 2020 LLC |
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 | $35.603 (8) | | | | | | | 7/24/2014 | 4/30/2024 | Class B Common | 2874.0 | | 2874 (8) | D | |
| Stock Appreciation Right | $37.942 (9) | | | | | | | 5/1/2019 | 4/30/2026 | Class B Common | 7366.0 | | 7366 (9) | D | |
| Stock Appreciation Right | $39.2 (10) | | | | | | | 5/1/2020 | 4/30/2027 | Class B Common | 9320.0 | | 9320 (10) | D | |
| Stock Appreciation Right | $53.244 (11) | | | | | | | 5/1/2021 | 4/30/2028 | Class B Common | 5784.0 | | 5784 (11) | D | |
| Stock Appreciation Right | $53.875 (12) | | | | | | | 5/1/2022 | 4/30/2029 | Class B Common | 5920.0 | | 5920 (12) | D | |
| Stock Appreciation Right | $68.241 (13) | | | | | | | 5/1/2023 | 4/30/2030 | Class B Common | 9021.0 | | 9021 (13) | D | |
| Explanation of Responses: |
| (1) | These shares were issued on June 1, 2022, in connection with a July 25, 2019, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2022. |
| (2) | Total adjusted to reflect transfer of 12,883 shares previously held in the issuer's employee stock purchase plan and 22,997 shares previously held in the issuer's 401(k) plan. |
| (3) | To satisfy withholding obligations associated with the July 25, 2019, award of performance-based restricted stock units that were issued as shares on June 1, 2022, the reporting person surrendered 122 shares of Class B common stock. |
| (4) | The closing price of BF-B on April 29, 2022, was used to calculate the withholding obligation. |
| (5) | Total adjusted to reflect updated balance and subsequent transfer of 12,883 shares previously held in the issuer's employee stock purchase plan to direct holdings. |
| (6) | Total adjusted to reflect updated balance and subsequent transfer of 22,997 shares previously held in the issuer's 401(k) plan to direct holdings. |
| (7) | Holding was inadvertently omitted from previous form filed on June 3, 2021. |
| (8) | These stock appreciation rights were previously reported as covering 2,833 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend. |
| (9) | These stock appreciation rights were previously reported as covering 7,262 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend. |
| (10) | These stock appreciation rights were previously reported as covering 9,189 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend. |
| (11) | These stock appreciation rights were previously reported as covering 5,703 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend. |
| (12) | These stock appreciation rights were previously reported as covering 5,837 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend. |
| (13) | These stock appreciation rights were previously reported as covering 8,894 shares at an exercise price of $69.21, 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 |
Brown Campbell P
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210 | X |
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Signatures
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| Jaileah X. Huddleston, Attorney in Fact for Campbell P. Brown | | 6/3/2022 |
| **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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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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