SEC Form 4 · accession 0000014693-17-000002
BROWN FORMAN CORP · BF-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jane C Morreau
Officer — EVP, Chief Financial Officer
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 3:17 pm EST
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 CommonF1 | Jan 3, 2017 | M | 14,262 | $17.755 | A | 14,366 | D | |
| Class B CommonF2 | Jan 3, 2017 | F | 8,839 | $44.92 | D | 5,527 | D | |
| Class B CommonF3 | Jan 3, 2017 | S | 5,423 | $45.1687 | D | 104 | D | |
| Class A CommonF4 | holding | — | — | — | 23,038 | D | ||
| Class B CommonF5 | holding | — | — | — | 5,932 | I | ESPP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF6 | $17.755 | Jan 3, 2017 | M | 14,262 | D | May 1, 2011 | Apr 30, 2018 | Class B Common | 14,262 | 0 | D |
| Stock Appreciation RightF7 | $13.525 | holding | — | — | — | May 1, 2012 | Apr 30, 2019 | Class B Common | 22,926 | 22,926 | D |
| Stock Appreciation RightF8 | $19.215 | holding | — | — | — | May 1, 2013 | Apr 30, 2020 | Class B Common | 25,180 | 25,180 | D |
| Stock Appreciation RightF9 | $23.20 | holding | — | — | — | May 1, 2014 | Apr 30, 2021 | Class B Common | 28,730 | 28,730 | D |
| Stock Appreciation RightF10 | $29.35 | holding | — | — | — | May 1, 2015 | Apr 30, 2022 | Class B Common | 22,196 | 22,196 | D |
| Stock Appreciation RightF11 | $36.21 | holding | — | — | — | May 1, 2016 | Apr 30, 2023 | Class B Common | 18,532 | 18,532 | D |
| Stock Appreciation RightF12 | $45.985 | holding | — | — | — | May 1, 2017 | Apr 30, 2024 | Class B Common | 26,850 | 26,850 | D |
| Stock Appreciation RightF13 | $51.125 | holding | — | — | — | May 1, 2018 | Apr 30, 2025 | Class B Common | 26,758 | 26,758 | D |
| Stock Appreciation RightF14 | $49.005 | holding | — | — | — | May 1, 2019 | Apr 30, 2026 | Class B Common | 41,482 | 41,482 | D |
Explanation of responses
- F1On August 18, 2016, the Class A and Class B common stock of Brown-Forman Corporation split 2-1, resulting in the reporting person's acquisition of 52 additional shares.
- F10These stock appreciation rights were previously reported as covering 11,098 shares at an exercise price of $58.70, but were adjusted to reflect the August 2016 stock split.
- F11These stock appreciation rights were previously reported as covering 9,266 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.
- F12These stock appreciation rights were previously reported as covering 13,425 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.
- F13These stock appreciation rights were previously reported as covering 13,379 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.
- F14These stock appreciation rights were previously reported as covering 20,741 shares at an exercise price of $98.01, but were adjusted to reflect the August 2016 stock split.
- F2The closing price of BF-B on December 30, 2016 was used to calculate the withholding obligation.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $45.1644 to $45.19, inclusive. The reporting person undertakes to provide to Brown-Forman Corporation, any security holder of Brown-Forman Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F4Total updated to reflect dividend reinvestment and additional shares acquired in the August 2016 stock split.
- F5Number of shares acquired through the issuer's employee stock purchase program as of January 3, 2017. Also updated to reflect additional shares acquired in the August 2016 stock split.
- F6These stock appreciation rights were previously reported as covering 7,131 shares at an exercise price of $35.51, but were adjusted to reflect the August 2016 stock split.
- F7These stock appreciation rights were previously reported as covering 11,463 shares at an exercise price of $27.05, but were adjusted to reflect the August 2016 stock split.
- F8These stock appreciation rights were previously reported as covering 12,590 shares at an exercise price of $38.43, but were adjusted to reflect the August 2016 stock split.
- F9These stock appreciation rights were previously reported as covering 14,365 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.