SEC Form 4 · accession 0001225208-15-010464
BROWN FORMAN CORP · BF-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sandra Frazier
Director
Period of report
Apr 24, 2015
Accepted (ET)
Apr 28, 2015 · 12:20 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 24, 2015 | M | 761 | $36.40 | A | 352,392 | D | |
| Class B CommonF2 | Apr 24, 2015 | F | 303 | $91.66 | D | 352,089 | D | |
| Class A CommonF3 | holding | — | — | — | 1,406,519 | D | ||
| Class A CommonF4 | holding | — | — | — | 3,174,471 | I | Amelia Frazier Trust | |
| Class B CommonF5 | holding | — | — | — | 793,617 | I | Amelia Frazier Trust |
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 | $36.40 | Apr 24, 2015 | M | 761 | D | May 25, 2006 | Apr 30, 2015 | Class B Common | 761 | 0 | D |
| Deferred Stock UnitsF8,F7,F9 | — | holding | — | — | — | — | — | Class B Common | 1,709 | 1,709 | D |
| Stock Appreciation RightF10 | $27.05 | holding | — | — | — | Jul 23, 2009 | Apr 30, 2019 | Class B Common | 6,752 | 6,752 | D |
| Stock Appreciation RightF11 | $35.51 | holding | — | — | — | Jul 24, 2008 | Apr 30, 2018 | Class B Common | 5,495 | 5,495 | D |
| Stock Appreciation RightF12 | $33.76 | holding | — | — | — | Jul 26, 2007 | Apr 30, 2017 | Class B Common | 5,987 | 5,987 | D |
| Stock Appreciation RightF13 | $34.95 | holding | — | — | — | Jul 27, 2006 | Apr 30, 2016 | Class B Common | 4,819 | 4,819 | D |
Explanation of responses
- F1Reflects the acquisition of additional shares of Class B common stock issued in the August 2012 stock split.
- F10These stock appreciation rights were previously reported as covering 4,175 shares at an exercise price of $43.72, but were adjusted to reflect the August 2012 stock split.
- F11These stock appreciation rights were previously reported as covering 3,398 shares at an exercise price of $57.40, but were adjusted to reflect the August 2012 stock split.
- F12These stock appreciation rights were previously reported as covering 3,702 shares at an exercise price of $54.58, but were adjusted to reflect the August 2012 stock split.
- F13These stock appreciation rights were previously reported as covering 2,980 shares at an exercise price of $56.50, but were adjusted to reflect the August 2012 stock split.
- F2The closing price of BF-B ($91.66) on April 23, 2015 was used to calculate the withholding obligation.
- F3Reflects the acquisition of 468,840 additional shares of Class A common stock issued in the August 2012 stock split.
- F4Reflects the acquisition of 1,058,157 additional shares of Class A common stock issued in the August 2012 stock split.
- F5Reflects the acquisition of of 264,539 additional shares of Class B common stock issued in the August 2012 split.
- F6These stock appreciation rights were previously reported as covering 470 shares at an exercise price of $58.84, but were adjusted to reflect the August 2012 stock split.
- F7Under 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 B common stock. On each dividend payment date, participants are credited with DSU equivalents.
- F8Reflects that 514.99 additional DSUs were credited as a result of the August 2012 stock split, in addition to dividend credits.
- F9Annual grants of DSUs vest over the course of the Board year. DSUs are paid out in class B common stock on the first February 1 that is at least six months following the Director's termination from Board service.