SEC Form 4 · accession 0000014693-18-000047
BROWN FORMAN CORP · BF-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Campbell P Brown
Director
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 8:22 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 | 4,379 | $13.942 | A | 1,192,468 | D | |
| Class B CommonF2 | Apr 30, 2018 | F | 2,185 | $56.04 | D | 1,190,283 | D | |
| Class B Common | Apr 30, 2018 | M | 1,213 | $0.00 | A | 1,191,496 | D | |
| Class B CommonF3 | Apr 30, 2018 | F | 395 | $56.04 | D | 1,191,101 | D | |
| Class B CommonF4 | holding | — | — | — | 916,987 | I | Brown Barker 2013 LLC | |
| Class B CommonF5,F6 | holding | — | — | — | 21,240 | I | By 401k | |
| Class B CommonF7 | holding | — | — | — | 45 | I | Child #1 | |
| Class B CommonF7 | holding | — | — | — | 45 | I | Child #2 | |
| Class B CommonF8 | holding | — | — | — | 60,543 | I | CPB 2010 #2 LLC | |
| Class B CommonF5,F9 | holding | — | — | — | 12,241 | I | ESPP | |
| Class B CommonF10 | holding | — | — | — | 264,777 | I | CPB 2010 #1 LLC | |
| Class B CommonF10 | holding | — | — | — | 35,625 | I | Trust FBO Campbell P. Brown | |
| Class B CommonF10 | holding | — | — | — | 35,625 | I | Trust FBO Geo Garvin Brown IV (Irrev) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF11 | $13.942 | Apr 30, 2018 | M | 4,379 | D | Jul 24, 2008 | Apr 30, 2018 | Class B Common | 4,379 | 0 | D |
| Restricted Stock UnitsF12,F13 | — | Apr 30, 2018 | M | 1,213 | D | Apr 30, 2018 | — | Class B Common | 1,213 | 0 | D |
| Stock Appreciation RightF14 | $15.088 | holding | — | — | — | Jul 22, 2010 | Apr 30, 2020 | Class B Common | 2,260 | 2,260 | D |
| Stock Appreciation RightF15 | $36.109 | holding | — | — | — | Jul 24, 2014 | Apr 30, 2024 | Class B Common | 2,833 | 2,833 | D |
| Stock Appreciation RightF16 | $38.481 | holding | — | — | — | May 1, 2019 | Apr 30, 2026 | Class B Common | 7,262 | 7,262 | D |
| Stock Appreciation RightF17 | $39.757 | holding | — | — | — | May 1, 2020 | Apr 30, 2027 | Class B Common | 9,189 | 9,189 | D |
| Restricted Stock UnitsF12,F18 | — | holding | — | — | — | Apr 30, 2019 | — | Class B Common | 3,714 | 3,714 | 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 559,512 additional shares in the February 2018 stock split.
- F10These shares were received in the February 2018 stock split.
- F11These stock appreciation rights were previously reported as covering 3,438 shares at an exercise price of $17.755, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F12Each restricted stock unit represents a contingent right to recive one share of Brown-Forman Class B common stock.
- F13The restricted stock units were granted on July 24, 2014, and vested April 30, 2018.
- F14These stock appreciation rights were previously reported as covering 1,774 shares at an exercise price of $19.215, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F15These stock appreciation rights were previously reported as covering 2,224 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F16These stock appreciation rights were previously reported as covering 5,702 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 7,215 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend.
- F18The restricted stock units were granted on July 23, 2015, and vest April 30, 2019.
- F2The closing price of BF-B on April 27, 2018 was used to calculate the withholding obligation.
- F3The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation.
- F4Total has been updated to reflect the acquisition of 376,104 additional shares in the February 2018 stock split.
- F5Updated to reflect the February 2018 stock split.
- F6Number of shares acquired through the issuer's 401(k) plan as of April 30, 2018.
- F7Total has been updated to reflect the acquisition of 9 additional shares in the February 2018 stock split.
- F8Total has been updated to reflect the acquisition of 12,108 additional shares in the February 2018 stock split.
- F9Number of shares acquired through the issuer's employee stock purchase program as of April 30, 2018.