SEC Form 4 · accession 0000014693-18-000029
BROWN FORMAN CORP · BF-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew E Hamel
Officer — EVP, Gen Counsel and Secretary
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 7:33 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 CommonF1 | Apr 30, 2018 | M | 9,327 | $13.942 | A | 44,097 | D | |
| Class B CommonF2 | Apr 30, 2018 | F | 4,602 | $56.04 | D | 39,495 | D | |
| Class A CommonF3,F4 | Apr 30, 2018 | F | 482 | $53.37 | D | 22,657 | D | |
| Class B CommonF5,F2 | Apr 30, 2018 | F | 121 | $56.04 | D | 39,374 | D | |
| Class B CommonF6 | holding | — | — | — | 15,427 | I | By 401k | |
| Class B CommonF7 | holding | — | — | — | 1,653 | 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 RightF8 | $13.942 | Apr 30, 2018 | M | 9,327 | D | May 1, 2011 | Apr 30, 2018 | Class B Common | 9,327 | 0 | D |
| Stock Appreciation RightF9 | $10.62 | holding | — | — | — | May 1, 2012 | Apr 30, 2019 | Class B Common | 76,404 | 76,404 | D |
| Stock Appreciation RightF10 | $15.088 | holding | — | — | — | May 1, 2013 | Apr 30, 2020 | Class B Common | 64,126 | 64,126 | D |
| Stock Appreciation RightF11 | $18.217 | holding | — | — | — | May 1, 2014 | Apr 30, 2021 | Class B Common | 60,980 | 60,980 | D |
| Stock Appreciation RightF12 | $23.047 | holding | — | — | — | May 1, 2015 | Apr 30, 2022 | Class B Common | 56,531 | 56,531 | D |
| Stock Appreciation RightF13 | $28.433 | holding | — | — | — | May 1, 2016 | Apr 30, 2023 | Class B Common | 42,910 | 42,910 | D |
| Stock Appreciation RightF14 | $36.109 | holding | — | — | — | May 1, 2017 | Apr 30, 2024 | Class B Common | 33,676 | 33,676 | D |
| Stock Appreciation RightF15 | $40.145 | holding | — | — | — | May 1, 2018 | Apr 30, 2025 | Class B Common | 38,419 | 38,419 | D |
| Stock Appreciation RightF16 | $38.481 | holding | — | — | — | May 1, 2019 | Apr 30, 2026 | Class B Common | 56,472 | 56,472 | D |
| Stock Appreciation RightF17 | $39.757 | holding | — | — | — | May 1, 2020 | Apr 30, 2027 | Class B Common | 47,637 | 47,637 | D |
Explanation of responses
- F1On 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 11,581 additional shares in the February 2018 stock split, including 370 shares of Class B common performance-based restricted stock issued in connection with the July 24, 2014 award of Class A common stock.
- F10These stock appreciation rights were previously reported as covering 50,354 shares at an exercise price of $19.215, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F11These stock appreciation rights were previously reported as covering 47,884 shares at an exercise price of $23.20, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F12These stock appreciation rights were previously reported as covering 44,390 shares at an exercise price of $29.35, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F13These stock appreciation rights were previously reported as covering 33,694 shares at an exercise price of $36.21, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F14These stock appreciation rights were previously reported as covering 26,444 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F15These stock appreciation rights were previously reported as covering 30,168 shares at an exercise price of $51.125, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F16These stock appreciation rights were previously reported as covering 44,344 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F17These stock appreciation rights were previously reported as covering 37,406 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F2The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation.
- F3To satisfy withholding obligations associated with the July 24, 2014 award of Class A common stock that vested on April 30, 2018, the reporting person surrendered 482 shares of Class A common stock.
- F4The closing price of BF-A on April 30, 2018 was used to calculate the withholding obligation.
- F5To satisfy withholding obligations associated with the shares of Class B performance-based restricted stock that were issued in the February 2018 stock split and vested on April 30, 2018, the reporting person surrendered 121 shares of Class B common stock.
- F6Number of shares acquired through the issuer's 401(k) plan as of April 30, 2018, including shares acquired in the February 2018 stock split.
- F7Number of shares acquired through the issuer's employee stock purchase program as of May 2, 2018, including shares acquired in the February 2018 stock split.
- F8These stock appreciation rights were previously reported as covering 7,324 shares at an exercise price of $17.755, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F9These stock appreciation rights were previously reported as covering 59,996 shares at an exercise price of $13.525, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.