SEC Form 4 · accession 0000014693-16-000072

BROWN FORMAN CORP · BF-A

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

George Garvin Brown IV

Director

Period of report

Mar 23, 2016

Accepted (ET)

Mar 25, 2016 · 1:29 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000014693

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B Common	Sep 4, 2015	G	36	$0.00	D	273,427	D
Class B Common	Oct 9, 2015	G	1,630	$0.00	D	271,797	D
Class B Common	Oct 9, 2015	G	520	$0.00	A	3,095	I	Crummey Trust
Class B Common	Oct 9, 2015	G	1,370	$0.00	A	2,973	I	Spouse's trust
Class A Common	Mar 22, 2016	G	47,625	$0.00	D	69,010	D
Class A Common	Mar 22, 2016	G	47,625	$0.00	A	47,625	I	Sullivan Street Partners
Class A Common	Mar 23, 2016	G	1,650	$0.00	D	67,360	D
Class A Common	Mar 23, 2016	G	1,400	$0.00	A	7,471	I	Spouse's trust
Class A Common^F2	Mar 23, 2016	J	9,523	$105.225	D	57,837	D
Class A Common^F2	Mar 23, 2016	J	9,523	$105.225	A	104,457	I	2012 GRAT
Class B Common^F3	holding	—	—		—	12,891	I	By 401k
Class A Common	holding	—	—		—	57,837	D
Class A Common	holding	—	—		—	10,190	I	2010 GRAT
Class B Common	holding	—	—		—	17,418	I	2010 GRAT
Class B Common	holding	—	—		—	2,746	I	CBGB LLC
Class A Common	holding	—	—		—	7,346	I	Crummey Trust
Class A Common	holding	—	—		—	11,620	I	GGB IV CLAT
Class A Common	holding	—	—		—	529,554	I	GGB4 2010 #1 LP
Class B Common	holding	—	—		—	78,300	I	GGB4 2010#2 LLC
Class A Common	holding	—	—		—	496	I	GGB4 2010#2 LLC
Class A Common	holding	—	—		—	2,580,236	I	GGB4 2012 LP
Class B Common	holding	—	—		—	255,168	I	GGB4 2012 LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F4,F5	—	holding	—	—	—	—	—	Class A Common	3,162	3,162	D
Stock Appreciation Right	$34.95	holding	—	—	—	May 1, 2009	Apr 30, 2016	Class B Common	1,467	1,467	D
Stock Appreciation Right	$35.51	holding	—	—	—	May 1, 2011	Apr 30, 2018	Class B Common	1,542	1,542	D
Stock Appreciation Right	$27.05	holding	—	—	—	May 1, 2012	Apr 30, 2019	Class B Common	4,714	4,714	D
Restricted Stock Units^F6,F7	—	holding	—	—	—	Apr 30, 2016	—	Class B Common	3,124	3,124	D
Restricted Stock Units^F6,F8	—	holding	—	—	—	Apr 30, 2017	—	Class B Common	3,936	3,936	D
Restricted Stock Units^F6,F9	—	holding	—	—	—	Apr 30, 2018	—	Class B Common	3,426	3,426	D
Restricted Stock Units^F6,F10	—	holding	—	—	—	Apr 30, 2019	—	Class B Common	380	380	D
Stock Appreciation Right	$33.76	holding	—	—	—	May 1, 2010	Apr 30, 2017	Class B Common	1,679	1,679	D

Explanation of responses

F1On 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.
F10The Restricted Stock Units were granted on July 23, 2015, and vest on April 30, 2019.
F2The mean price of the issuer's Class A Common stock as of March 23, 2016 ($105.225) was used to value the transaction.
F3Number of shares acquired through the issuer's 401(k) plan as of March 24, 2016.
F4Under 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.
F5Annual 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.
F6Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
F7The Restricted Stock Units were granted on July 26, 2012, and vest on April 30, 2016.
F8The Restricted Stock Units were granted on July 25, 2013, and vest on April 30, 2017.
F9The Restricted Stock Units were granted on July 24, 2014, and vest on April 30, 2018.

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.