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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VARGA PAUL C 850 DIXIE HIGHWAY LOUISVILLE, KY 40210 |
X | Chairman & CEO |
Michael E. Carr, Jr., Attorney in Fact for Paul C. Varga | 06/05/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were issued on June 1, 2018, in connection with a July 23, 2015 award of performance-based restricted stock. The award, initially determined as a cash value, was subject to a three-year performance period, which ended April 30, 2018. The number of Class A and Class B shares issued was determined by multiplying the cash value of the award by a three-year performance adjustment factor, dividing the amount by $111.30, which was the closing price of the issuer's Class A common stock on the date of the grant, and then adjusting for subsequent stock splits and dividends during the performance period. |
(2) | To satisfy withholding obligations associated with the July 2013 award of Class A common stock that vested on June 1, 2018, the reporting person surrendered 69,699 shares of Class A common stock. |
(3) | The April 30, 2018 closing price of Brown-Forman Class A common stock was $53.37 and used to calculate withholding obligations. |
(4) | To satisfy withholding obligations associated with the July 2013 award of Class B common stock that vested on June 1, 2018, the reporting person surrendered 17,415 shares of Class B common stock. |
(5) | The April 30, 2018 closing price of Brown-Forman Class B common stock was $56.04 and used to calculate withholding obligations. |
(6) | Number of shares acquired through the issuer's dividend reinvestment plan as of June 5, 2018. |