SEC FORM 4

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^*

Brown J McCauley

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common								26,781⁽¹⁾	D
Class A Common	08/14/2012		J⁽³⁾		84,274	A	$59.33	907,663⁽²⁾	I	By Brown Ventures, LLC
Class A Common								42,000⁽⁴⁾	I	By MAE LLC
Class A Common								347,899⁽⁵⁾	I	By GRAT
Class A Common								48,121⁽⁶⁾	I	By JMB Irrev Trust
Class A Common								3,877⁽⁷⁾	I	By children
Class A Common								45,258⁽⁸⁾	I	By Spouse
Class B Common								67,515⁽⁹⁾	D
Class B Common	08/14/2012		J⁽³⁾		81,327	D	$61.48	124,519⁽¹⁰⁾	I	By Brown Ventures, LLC
Class B Common								5,663.546⁽¹¹⁾	I	BF 401(k) Plan
Class B Common								589⁽¹²⁾	I	By Children
Class B Common								11,314⁽¹³⁾	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁸⁾							⁽¹⁹⁾	⁽¹⁹⁾	Class B Common	1,225⁽¹⁴⁾		1,225	D
Restricted Stock Uniit	⁽¹⁸⁾							⁽²⁰⁾	⁽²⁰⁾	Class B Common	862⁽¹⁵⁾		862	D
Restricted Stock Unit	⁽¹⁸⁾							⁽²¹⁾	⁽²¹⁾	Class B Common	732⁽¹⁶⁾		732	D
Restricted Stock Unit	⁽¹⁸⁾							⁽²²⁾	⁽²²⁾	Class B Common	238⁽¹⁷⁾		238	D

Explanation of Responses:

1. 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 8,927 additional shares of common stock.

2. Reflects the acquisition of 274,463 additional shares issued in the August 2012 stock split.

3. On August 14, 2012, the filing person exchanged 81,327 class B shares held in a trust for 84,274 class A shares held by his sister. Each of the transactions in the exchange was valued at approximately $5 million based on the closing prices of BFA and BFB reported on the New York Stock Exchange on August 13, 2012.

4. Reflects the acquisition of 14,000 additional shares issued in the August 2012 stock split.

5. Reflects the acquisition of 115,966 additional shares issued in the August 2012 stock split.

6. Reflects the acquisition of 16,040 additional shares issued in the August 2012 stock split.

7. Reflects the acquisition of 1,292 additional shares issued in the August 2012 stock split.

8. Reflects the acquisition of 15,086 additional shares issued in the August 2012 stock split.

9. Reflects the acquisition of 22,505 additional shares issued in the August 2012 stock split.

10. Reflects the acquisition of 68,615 additional shares issued in the August 2012 stock split.

11. Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of August 16, 2012, and adjusted to reflect the additional shares issued in the August 2012 stock split.

12. Reflects the acquisition of 196 additional shares issued in the August 2012 stock split.

13. Reflects the acquisition of 3,771 additional shares issued in the August 2012 stock split.

14. Reflects the acquisition of 408 additional restricted shares issued in the August 2012 stock split.

15. Reflects the acquisition of 287 additional restricted shares issued in the August 2012 stock split.

16. Reflects the acquisition of 244 additional restricted shares issued in the August 2012 stock split.

17. Reflects the acquisition of 79 additional restricted shares issued in the August 2012 stock split.

18. Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

19. The Restricted Stock Units were granted July 23, 2009, and vest April 30, 2013.

20. The Restricted Stock Units were granted on July 22, 2010, and vest April 30, 2014.

21. The Restricted Stock Units were granted on July 28, 2011, and vest April 30, 2015.

22. The Restricted Stock Units were granted on July 26, 2012, and vest April 30, 2016.

Remarks:

	Diane M. Barhorst, Atty. in Fact for J. McCauley Brown	08/24/2012
	** 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).
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