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) 06/01/2022 | ||||||||||||||||||||||||||
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 | 06/01/2022 | A | 330(1) | A | $0 | 570,335(2) | D | |||
Class B Common | 06/01/2022 | F | 122(3) | D | $67.44(4) | 570,213 | D | |||
Class B Common | 0(5) | I | ESPP | |||||||
Class B Common | 0(6) | I | By 401k | |||||||
Class B Common | 916,987 | I | Brown Barker 2013 LLC | |||||||
Class B Common | 45 | I | Child #1 | |||||||
Class B Common | 45 | I | Child #2 | |||||||
Class B Common | 264,777 | I | CPB 2010 #1 LLC | |||||||
Class B Common | 60,543 | I | CPB 2010 #2 LLC | |||||||
Class B Common | 88,166 | I | CPBee Charitable 2018 LLC | |||||||
Class B Common | 299,326 | I | CPBee Endowment 2018 LLC | |||||||
Class B Common | 88,166 | I | CPBee Sale 2018 LLC | |||||||
Class B Common | 220,090 | I | GGB4 2013 Trust | |||||||
Class B Common | 30,285 | I | Trust FBO Campbell P. Brown | |||||||
Class B Common | 35,625 | I | Trust FBO Geo Garvin Brown IV (Irrev) | |||||||
Class B Common | 191,850(7) | I | SCB 2020 LLC |
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 | $35.603(8) | 07/24/2014 | 04/30/2024 | Class B Common | 2,874 | 2,874(8) | D | ||||||||
Stock Appreciation Right | $37.942(9) | 05/01/2019 | 04/30/2026 | Class B Common | 7,366 | 7,366(9) | D | ||||||||
Stock Appreciation Right | $39.2(10) | 05/01/2020 | 04/30/2027 | Class B Common | 9,320 | 9,320(10) | D | ||||||||
Stock Appreciation Right | $53.244(11) | 05/01/2021 | 04/30/2028 | Class B Common | 5,784 | 5,784(11) | D | ||||||||
Stock Appreciation Right | $53.875(12) | 05/01/2022 | 04/30/2029 | Class B Common | 5,920 | 5,920(12) | D | ||||||||
Stock Appreciation Right | $68.241(13) | 05/01/2023 | 04/30/2030 | Class B Common | 9,021 | 9,021(13) | D |
Explanation of Responses: |
1. These shares were issued on June 1, 2022, in connection with a July 25, 2019, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2022. |
2. Total adjusted to reflect transfer of 12,883 shares previously held in the issuer's employee stock purchase plan and 22,997 shares previously held in the issuer's 401(k) plan. |
3. To satisfy withholding obligations associated with the July 25, 2019, award of performance-based restricted stock units that were issued as shares on June 1, 2022, the reporting person surrendered 122 shares of Class B common stock. |
4. The closing price of BF-B on April 29, 2022, was used to calculate the withholding obligation. |
5. Total adjusted to reflect updated balance and subsequent transfer of 12,883 shares previously held in the issuer's employee stock purchase plan to direct holdings. |
6. Total adjusted to reflect updated balance and subsequent transfer of 22,997 shares previously held in the issuer's 401(k) plan to direct holdings. |
7. Holding was inadvertently omitted from previous form filed on June 3, 2021. |
8. These stock appreciation rights were previously reported as covering 2,833 shares at an exercise price of $36.109, but were adjusted to reflect the December 2021 special dividend. |
9. These stock appreciation rights were previously reported as covering 7,262 shares at an exercise price of $38.481, but were adjusted to reflect the December 2021 special dividend. |
10. These stock appreciation rights were previously reported as covering 9,189 shares at an exercise price of $39.757, but were adjusted to reflect the December 2021 special dividend. |
11. These stock appreciation rights were previously reported as covering 5,703 shares at an exercise price of $54, but were adjusted to reflect the December 2021 special dividend. |
12. These stock appreciation rights were previously reported as covering 5,837 shares at an exercise price of $54.64, but were adjusted to reflect the December 2021 special dividend. |
13. These stock appreciation rights were previously reported as covering 8,894 shares at an exercise price of $69.21, but were adjusted to reflect the December 2021 special dividend. |
Remarks: |
Jaileah X. Huddleston, Attorney in Fact for Campbell P. Brown | 06/03/2022 | |
** 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. |