SEC Form 4
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*
MORREAU JANE C

(Last) (First) (Middle)
850 DIXIE HIGHWAY

(Street)
LOUISVILLE 40210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Director Finance
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 A Common 3,792 (2) D
Class B Common 01/02/2013 M 5,963 A $18.94 6,015.5 (3) D
Class B Common 01/02/2013 F 3,479 D $63.25 2,536.5 D
Class B Common 01/02/2013 S (1) 2,484 D $63.491 52.5 D
Class B Common 2,490.195 (4) I ESPP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (right to buy) $18.94 (6) (5) 01/02/2013 M 5,963 05/01/2006 04/30/2013 Class B Common 5,963 (4) (6) $0 0 D
Non-Qualified Stock Option (right to buy) $22.49 (7) (5) 05/01/2007 04/30/2014 Class B Common 5,275 (7) (5) 5,275 (7) (5) D
Stock Appreciation Right $28.58 (8) (5) 05/01/2008 04/30/2015 Class B Common 4,558 (8) (5) 4,558 (8) (5) D
Stock Appreciation Right $34.95 (9) (5) 07/27/2006 04/30/2016 Class B Common 8,400 (9) (5) 8,400 (9) (5) D
Stock Appreciation Right $33.76 (10) (5) 05/01/2010 04/30/2017 Class B Common 9,292 (10) (5) 9,292 (9) (10) (5) D
Stock Appreciation Right $35.51 (5) (11) 05/01/2011 04/30/2018 Class B Common 7,131 (5) (11) 7,131 (5) (11) D
Stock Appreciation Right $27.05 (5) (12) 05/01/2012 04/30/2019 Class B Common 11,463 (5) (12) 11,463 (5) (12) D
Stock Appreciation Right $38.43 (5) (13) 05/01/2013 04/30/2020 Class B Common 12,590 (5) (13) 12,590 (5) (13) D
Stock Appreciation Right $46.4 (5) (14) 05/01/2014 04/30/2021 Class B Common 14,365 (5) (14) 14,365 (5) (14) D
Stock Appreciation Right $58.7 (5) (15) 05/01/2015 04/30/2022 Class B Common 11,098 (5) (15) 11,098 (5) (15) D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $63.49 to $63.50, inclusive. The reporting person undertakes to provide to Brown-Forman Corporation, any security holder of Brown-Forman Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. On August 10, 2012, the Class A and Class B common stock of Brown-Forman Corporation split 3-2, resulting in the reporting person's acquisition of 1,264 additional shares of Class A common stock.
3. Includes 17.5 additional Class B shares of common stock issued in the August stock split.
4. These are the number of shares acquired through the Brown-Forman Corporation Employee Stock Purchase Program as of close of business on January 2, 2013, including additional shares issued in the August stock split.
5. All outstanding derivative security amounts and exercise prices were adjusted on December 27, 2012, the record date for the Issuer's December 12, 2012 special cash dividend.
6. These stock options were previously reported as covering 3,741 shares at an exercise price of $30.18, but were adjusted to reflect the August 2012 stock split.
7. These stock options were previously reported as covering 3,309 shares at an exercise price of $35.83, but were adjusted to reflect the August 2012 stock split.
8. These stock appreciation rights were previously reported as covering 2,859 shares at an exercise price of $45.53, but were adjusted to reflect the August 2012 stock split.
9. These stock appreciation rights were previously reported as covering 5,270 shares at an exercise price of $55.69, but were adjusted to reflect the August 2012 stock split.
10. These stock appreciation rights were previously reported as covering 5,830 shares at an exercise price of $53.80, but were adjusted to reflect the August 2012 stock split.
11. These stock appreciation rights were previously reported as covering 4,474 shares at an exercise price of $56.58, but were adjusted to reflect the August 2012 stock split.
12. These stock appreciation rights were previously reported as covering 7,192 shares at an exercise price of $43.10, but were adjusted to reflect the August 2012 stock split.
13. These stock appreciation rights were previously reported as covering 7,899 shares at an exercise price of $61.24, but were adjusted to reflect the August 2012 stock split.
14. These stock appreciation rights were previously reported as covering 9,013 shares at an exercise price of $73.95, but were adjusted to reflect the August 2012 stock split.
15. These stock appreciation rights were previously reported as covering 6,963 shares at an exercise price of $93.54, but were adjusted to reflect the August 2012 stock split.
Remarks:
Diane M. Barhorst, Attn in Fact for: Jane C. Morreau 01/03/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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