Statement of Changes in Beneficial Ownership (4)
March 21 2017 - 7:29PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Holland Augusta Brown
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2. Issuer Name
and
Ticker or Trading Symbol
BROWN FORMAN CORP
[
BFA, BFB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2017
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(Street)
LOUISVILLE, KY 40210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common
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1/12/2017
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G
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V
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157000
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D
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$0
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24546
(1)
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I
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CLB 2012 Trust
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Class B Common
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3/17/2017
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G
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V
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212850
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D
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$0
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22270
(2)
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I
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CLB 2012 Trust
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Class B Common
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3/17/2017
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J
(3)
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2150
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D
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(3)
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23640
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I
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Eleanor Lee Trusts
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Class B Common
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12907116
(4)
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I
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Olympus Three LLC
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Class B Common
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20007
(4)
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I
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ABH GRAT 2011
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Class B Common
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148235
(4)
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D
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Class A Common
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1032701
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D
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Class A Common
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482284
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I
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ABH GRAT 2007
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Class B Common
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107476
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I
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ABH GRAT 2007
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Class A Common
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84308
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I
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ABH GRAT 2011
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Class A Common
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5033
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I
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By Spouse
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Class B Common
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4712
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I
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By Spouse
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Class A Common
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4580
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I
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CLB 2012 Trust
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Class A Common
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62984
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I
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CLB Grandchildren Eq. Tr.
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Class B Common
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41610
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I
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CLB Grandchildren Eq. Tr.
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Class A Common
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41374
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I
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CLB Trust fbo Child-1
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Class B Common
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22668
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I
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CLB Trust fbo Child-1
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Class A Common
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43456
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I
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CLB Trust fbo Child-2
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Class B Common
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24488
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I
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CLB Trust fbo Child-2
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Class A Common
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43456
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I
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CLB Trust fbo Child-3
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Class B Common
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24488
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I
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CLB Trust fbo Child-3
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Class A Common
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36
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I
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Eleanor Lee Trusts
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Class B Common
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1092
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I
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Hebe Exempt Trust
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Class A Common
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633674
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I
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Hebe Three Limited Partnership
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Class B Common
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430568
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I
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Hebe Three Limited Partnership
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Class B Common
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1930
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I
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Holland Family Trust
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Class B Common
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404678
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I
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OB2 Marital Trust
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Class A Common
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1770
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I
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OB2 Martial Trust
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Class A Common
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24
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I
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OB2 Reverse QTIP Trust
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Class B Common
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102896
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I
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OB2 Reverse QTIP Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Deferred Stock Units
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(5)
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(6)
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(6)
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Class A Common
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3381.661
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3381.661
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D
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Deferred Stock Units
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(7)
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(6)
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(6)
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Class A Common
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1183.28
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1183.28
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D
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Explanation of Responses:
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(
1)
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Total has been updated to reflect pro rata distribution of Class B shares made by Olympus Three, LLC on January 12, 2017.
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(
2)
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Total has been updated to reflect pro rata distribution of Class B shares made by Olympus Three, LLC on March 17, 2017.
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(
3)
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On March 17, 2017, the Eleanor Lee Trusts contributed 2,150 Class B shares in exchange for an interest in a limited liability company.
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(
4)
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Total has been updated to reflect pro rata distributions of Class B shares made by Olympus Three, LLC on January 12, 2017 and March 17, 2017.
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(
5)
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Under the Brown-Forman Corporation Non-Employee Director Deferred Stock Unit Program, each DSU represents the right to receive one share of the Company's Class A common stock. Grants made on July 28, 2016, were based on the closing price of the Company's Class A common stock on that date. On each dividend payment date, participants are credited with DSU equivalents.
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(
6)
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Annual grants of DSUs vest over the course of the Board year. DSUs are paid out in Class A common stock on the first February 1 that is at least six months following the Director's termination from Board service.
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(
7)
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Under the Brown-Forman Non-Employee Director Deferred Stock Unit Program each DSU represents the right to receive one share of the Company's Class A common stock. Grants made on July 23, 2015, were based on the closing price of the Company's Class A common stock on that date. On each dividend payment date, participants are credited with DSU equivalents.
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Remarks:
The reporting person disclaims beneficial ownership of shares held by entities set forth on this form except to the extent of her pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Holland Augusta Brown
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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X
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X
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Signatures
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Michael E. Carr, Jr., Attorney in Fact for Augusta Brown Holland
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3/21/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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