0000014693-18-000051.txt : 20180502 0000014693-18-000051.hdr.sgml : 20180502 20180502202726 ACCESSION NUMBER: 0000014693-18-000051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180430 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VARGA PAUL C CENTRAL INDEX KEY: 0001257384 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00123 FILM NUMBER: 18801441 MAIL ADDRESS: STREET 1: 850 DIXIE HIGHWAY CITY: LOUISVILLE STATE: KY ZIP: 40210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 4 1 wf-form4_152530719062866.xml FORM 4 X0306 4 2018-04-30 0 0000014693 BROWN FORMAN CORP BFA, BFB 0001257384 VARGA PAUL C 850 DIXIE HIGHWAY LOUISVILLE KY 40210 1 1 0 0 Chairman & CEO Class A Common 2018-04-30 4 F 0 7570 53.37 D 179713 D Class B Common 2018-04-30 4 F 0 1893 56.04 D 121894 D Class A Common 3688.2241 I DRIP Class A Common 312364 I GRAT Class A Common 444 I PCV Investments LLC Class B Common 50000 I Family Trust Class B Common 197846 I GRAT Class B Common 82688 I PCV Investments LLC Stock Appreciation Right 23.047 2015-05-01 2022-04-30 Class B Common 235630.0 235630 D Stock Appreciation Right 28.433 2016-05-01 2023-04-30 Class B Common 158757.0 158757 D Stock Appreciation Right 36.109 2017-05-01 2024-04-30 Class B Common 155424.0 155424 D Stock Appreciation Right 40.145 2018-05-01 2025-04-30 Class B Common 196435.0 196435 D Stock Appreciation Right 38.481 2019-05-01 2026-04-30 Class B Common 273905.0 273905 D Stock Appreciation Right 39.757 2020-05-01 2027-04-30 Class B Common 231052.0 231052 D To 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 7,570 shares of Class A common stock. The closing price of BF-A on April 30, 2018 was used to calculate the withholding obligation. To 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 1,893 shares of Class B common stock. The closing price of BF-B on April 30, 2018 was used to calculate the withholding obligation. On 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 62,213 additional shares in the February 2018 stock split, including 3,980 shares of Class B common performance-based restricted stock issued in connection with the July 24, 2014 award of Class A common stock. Total has been updated to reflect the acquisition of 10,000 additional shares in the February 2018 stock split. Total has been updated to reflect the acquisition of 102,042 additional shares in the February 2018 stock split. Total has been updated to reflect the acquisition of 16,626 additional shares in the February 2018 stock split. These stock appreciation rights were previously reported as covering 185,028 shares at an exercise price of $29.35, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. These stock appreciation rights were previously reported as covering 124,664 shares at an exercise price of $36.21, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. These stock appreciation rights were previously reported as covering 122,046 shares at an exercise price of $45.985, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. These stock appreciation rights were previously reported as covering 154,250 shares at an exercise price of $51.125, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. These stock appreciation rights were previously reported as covering 215,084 shares at an exercise price of $49.005, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. These stock appreciation rights were previously reported as covering 181,433 shares at an exercise price of $50.63, but were adjusted to reflect the February 2018 stock split and April 2018 special dividend. Michael E. Carr, Jr., Attorney in Fact for Paul C. Varga 2018-05-02 EX-24 2 ex-24.htm 2017 PAUL C. VARGA POA

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint each of Michael E. Carr, Jr., Stephanie Ann Tso, Jill A. Jackson, Laura H. Pulliam, Mary C. Garris and Tennia Y. Hill, signing singly, the undersigned's true and lawful attorney-in-fact to:

1.    prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Act") and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;

2.    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

3.    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the "Corporation") assuming, (i) any of the undersigned's responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements.  This Power of Attorney does not relieve the undersigned from the undersigned's obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder.  The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of May, 2017.

Signature:
/s/ Paul C. Varga