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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common | 01/31/2022 | M | 14,133 | A | $22.724 | 21,040(1) | D | |||
Class B Common | 01/31/2022 | F | 9,133 | D | $67.25(2) | 11,907 | D | |||
Class A Common | 998(3) | D | ||||||||
Class A Common | 59.5401(4) | I | DRIP | |||||||
Class A Common | 6,983(5) | I | 2021 GRAT | |||||||
Class A Common | 24,860(6) | I | GRAT | |||||||
Class B Common | 18,694.4047(7) | I | By 401k | |||||||
Class B Common | 12.8614(4) | I | DRIP | |||||||
Class B Common | 3,996.8756(8) | I | ESPP | |||||||
Class B Common | 25,812(9) | I | 2021 GRAT | |||||||
Class B Common | 41,617(10) | I | GRAT | |||||||
Class B Common | 70,272 | I | Spouse Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Right | $22.724(11) | 01/31/2022 | M | 14,133 | 05/01/2015 | 04/30/2022 | Class B Common | 14,133 | $0 | 14,534(11) | D | ||||
Stock Appreciation Right | $28.034(12) | 05/01/2016 | 04/30/2023 | Class B Common | 43,520 | 43,520(12) | D | ||||||||
Stock Appreciation Right | $35.603(13) | 05/01/2017 | 04/30/2024 | Class B Common | 34,155 | 34,155(13) | D | ||||||||
Stock Appreciation Right | $39.582(14) | 05/01/2018 | 04/30/2025 | Class B Common | 38,965 | 38,965(14) | D | ||||||||
Stock Appreciation Right | $37.942(15) | 05/01/2019 | 04/30/2026 | Class B Common | 57,274 | 57,274(15) | D | ||||||||
Stock Appreciation Right | $39.2(16) | 05/01/2020 | 04/30/2027 | Class B Common | 48,314 | 48,314(16) | D | ||||||||
Stock Appreciation Right | $53.244(17) | 05/01/2021 | 04/30/2028 | Class B Common | 29,989 | 29,989(17) | D | ||||||||
Stock Appreciation Right | $53.875(18) | 05/01/2022 | 04/30/2029 | Class B Common | 30,694 | 30,694(18) | D | ||||||||
Stock Appreciation Right | $68.241(19) | 05/01/2023 | 04/30/2030 | Class B Common | 23,384 | 23,384(19) | D | ||||||||
Stock Appreciation Right | $70.242(20) | 05/01/2024 | 04/30/2031 | Class B Common | 13,711 | 13,711(20) | D |
Explanation of Responses: |
1. Total adjusted to reflect the transfer of 5,104 Class B shares from GRAT to direct holdings, and the transfer of 25,812 Class B shares from direct holdings to 2021 GRAT. |
2. The closing price of BF-B on January 28, 2022, was used to calculate the withholding obligation. |
3. Total adjusted to reflect the transfer of 2,955 Class A shares from GRAT to direct holdings, and the transfer of 6,983 Class A shares from direct holdings to 2021 GRAT. |
4. Number of shares acquired through the issuer's dividend reinvestment plan as of January 31, 2022. |
5. Reflects the transfer of 6,983 Class A shares from direct holdings to 2021 GRAT. |
6. Total adjusted to reflect the transfer of 2,955 Class A shares from GRAT to direct holdings. |
7. Number of shares acquired through the issuer's 401(k) plan as of January 31, 2022. |
8. Number of shares acquired through the issuer's employee stock purchase program as of January 31, 2022. |
9. Reflects the transfer of 25,812 Class B shares from direct holdings to 2021 GRAT. |
10. Total adjusted to reflect the transfer of 5,104 Class B shares from GRAT to direct holdings. |
11. These stock appreciation rights were previously reported as covering 28,265 shares at an exercise price of $23.047, but were adjusted to reflect the December 2021 special dividend. |
12. These stock appreciation rights were previously reported as covering 42,910 shares at an exercise price of $28.433, but were adjusted to reflect the December 2021 special dividend. |
13. These stock appreciation rights were previously reported as covering 33,676 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend. |
14. These stock appreciation rights were previously reported as covering 38,419 shares at an exercise price of $40.145, but were adjusted to reflect the December 2021 special dividend. |
15. These stock appreciation rights were previously reported as covering 56,472 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend. |
16. These stock appreciation rights were previously reported as covering 47,637 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend. |
17. These stock appreciation rights were previously reported as covering 29,569 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend. |
18. These stock appreciation rights were previously reported as covering 30,264 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend. |
19. These stock appreciation rights were previously reported as covering 23,056 shares at an exercise price of $69.21, but were adjusted to reflect the December 2021 special dividend. |
20. These stock appreciation rights were previously reported as covering 13,519 shares at an exercise price of $71.24, but were adjusted to reflect the December 2021 special dividend. |
Remarks: |
Jaileah X. Huddleston, Attorney in Fact for Matthew E. Hamel | 02/01/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |