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 [ BF'B ]

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)
01/09/2015

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	01/09/2015		J⁽¹⁾		35,500	A	$89.75⁽²⁾	968,395	I	By Brown Ventures, LLC
Class B Common	01/09/2015		J⁽¹⁾		35,190	D	$90.14⁽²⁾	64,481	I	By Brown Ventures, LLC
Class A Common	12/31/2014		G	V	3,000	A	$0.0000	3,086	I	By Spouse
Class A Common	12/31/2014		G	V	17,705	A	$0.0000	25,330	I	By Spouse Irrev Trust
Class A Common	03/10/2015		P		1,000	A	$88.95	26,330	I	By Spouse Irrev Trust
Class A Common	12/31/2014		G	V	20,705	D	$0.0000	121,203	I	Spouse GRAT
Class A Common								3,852	D
Class B Common								60,995	D
Class B Common								6,243.0545⁽³⁾	I	By 401k
Class A Common								181,940	I	By JMB Irrev Trust
Class A Common								176,898	I	By MAE LLC
Class B Common								11,314	I	By Spouse
Class A Common								3,925	I	By Spray Trust
Class A Common								1,000	I	Crummey Trust
Class A Common								14,349	I	Williams Trust

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 Units	⁽⁴⁾							04/30/2015⁽⁵⁾	⁽⁵⁾	Class B Common	778		778	D
Restricted Stock Units	⁽⁴⁾							04/30/2016⁽⁶⁾	⁽⁶⁾	Class B Common	254		254	D
Restricted Stock Units	⁽⁴⁾							04/30/2017⁽⁷⁾	⁽⁷⁾	Class B Common	212		212	D
Restricted Stock Units	⁽⁴⁾							04/30/2018⁽⁸⁾	⁽⁸⁾	Class B Common	171		171	D

Explanation of Responses:

1. On January 9, 2015, Brown Ventures LLC exchanged certain Class B shares for an economically equivalent number of Class A shares held by a family member of the reporting person. The reporting person disclaims beneficial ownership of Brown Ventures LLC except to the extent of his pecuniary interest therein.

2. BFA and BFB closing prices as of January 8, 2015 were used to determine approximate economic equivalency.

3. Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of March 10, 2015.

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

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

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

7. The Restricted Stock Units were granted on July 25, 2013, and vest on April 30, 2017.

8. The Restricted Stock Units were granted on July 24, 2014, and vest on April 30, 2018.

	Kelly Bowen, Attorney in Fact for J. McCauley Brown	03/11/2015
	** 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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