SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

de Chabert Ralph E

(Last)

(First)

(Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE

40210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Diversity Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common	04/07/2017		S		1,760	D	$45.5283⁽¹⁾	4,609.726⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾							04/30/2017⁽⁴⁾	⁽⁴⁾	Class B Common	238		238⁽⁵⁾	D
Restricted Stock Units	⁽³⁾							04/30/2018⁽⁶⁾	⁽⁶⁾	Class B Common	286		286⁽⁷⁾	D
Stock Appreciation Right	$13.525⁽⁸⁾							05/01/2012	04/30/2019	Class B Common	1,180		1,180⁽⁸⁾	D
Stock Appreciation Right	$23.2⁽⁹⁾							05/01/2014	04/30/2021	Class B Common	3,434		3,434⁽⁹⁾	D
Stock Appreciation Right	$36.21⁽¹⁰⁾							05/01/2016	04/30/2023	Class B Common	1,154		1,154⁽¹⁰⁾	D
Stock Appreciation Right	$45.985⁽¹¹⁾							05/01/2017	04/30/2024	Class B Common	1,334		1,334⁽¹¹⁾	D
Stock Appreciation Right	$51.125⁽¹²⁾							05/01/2018	04/30/2025	Class B Common	5,616		5,616⁽¹²⁾	D
Stock Appreciation Right	$49.005⁽¹³⁾							05/01/2019	04/30/2026	Class B Common	6,432		6,432⁽¹³⁾	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.5271 to $45.53, 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 sold at each separate price within the range set forth in this footnote.

2. Updated to reflect the August 2016 stock split and corrected as a result of prior reporting error.

3. Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

4. The restricted stock units were granted on July 25, 2013, and vest April 30, 2017.

5. Reflects the acquisition of 119 additional restricted stock units in the August 2016 stock split.

6. The restricted stock units were granted on July 24, 2014, and vest April 30, 2018.

7. Reflects the acquisition of 143 additional restricted stock units in the August 2016 stock split.

8. These stock appreciation rights were previously reported as covering 590 shares at an exercise price of $27.05 but were adjusted to reflect the August 2016 stock split.

9. These stock appreciation rights were previously reported as covering 1,717 shares at an exercise price of $46.40, but were adjusted to reflect the August 2016 stock split.

10. These stock appreciation rights were previously reported as covering 577 shares at an exercise price of $72.42, but were adjusted to reflect the August 2016 stock split.

11. These stock appreciation rights were previously reported as covering 667 shares at an exercise price of $91.97, but were adjusted to reflect the August 2016 stock split.

12. These stock appreciation rights were previously reported as covering 2,808 shares at an exercise price of $102.25, but were adjusted to reflect the August 2016 stock split.

13. These stock appreciation rights were previously reported as covering 3,216 shares at an exercise price of $98.01, but were adjusted to reflect the August 2016 stock split.

Remarks:

	Michael E. Carr, Jr., Attorney in Fact for Ralph E. de Chabert	04/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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