0000014693-13-000006.txt : 20130114 0000014693-13-000006.hdr.sgml : 20130114 20130114184920 ACCESSION NUMBER: 0000014693-13-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130114 DATE AS OF CHANGE: 20130114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Martin S JR CENTRAL INDEX KEY: 0001362521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 13528910 MAIL ADDRESS: STREET 1: 850 DIXIE HIGHWAY CITY: LOUISVILLE STATE: KY ZIP: 40210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-12-31 0000014693 BROWN FORMAN CORP BFA/BFB 0001362521 Brown Martin S JR 850 DIXIE HIGHWAY LOUISVILLE KY 40210 1 0 0 0 Class A Common 279510 D Class A Common 45 I By Spouse Class A Common 2250 I Trust f/b/o Children Class A Common 8262 I UTMA f/b/o Child Class A Common 2523 I UTMA f/b/o Child Class B Common 2012-12-31 5 G 0 42556 0 D 0 D Class B Common 2012-12-31 5 G 0 42556 0 A 42556 I Atkinson Hill, LLC Class B Common 10 I Spouse Class B Common 562 I Trust f/b/o Children Class B Common 3753 I UTMA f/b/o Child Class B Common 1192 I UTMA f/b/o Child Class B Common 25146 I Trust Stock Appreciation Right 36.40 2006-05-25 2015-04-30 Class B Common 761 761 D Stock Appreciation Right 34.95 2006-07-27 2016-04-30 Class B Common 4819 4819 D Stock Appreciation Right 33.7659 2007-07-26 2017-04-30 Class B Common 5987 5987 D Stock Appreciation Right 35.51 2008-07-24 2018-04-30 Class B Common 5495 5495 D Stock Appreciation Right 27.05 2009-07-23 2019-04-30 Class B Common 6752 6752 D Deferred Stock Units Class B Common 1655.67 1655.67 D On December 31, 2012, the reporting person transferred directly held shares to Atkinson Hill, LLC, of which he was sole member, and on the same day gifted a 99% interest in the LLC to a family trust. The reporting person disclaims beneficial ownership of the LLC except to the extent of his pecuniary interest therein. 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 93,170 additional shares of Class A common stock. Includes 15 additional Class A shares of common stock issued in the August stock split. Includes 750 additional Class A shares of common stock issued in the August stock split. Includes 2,754 additional Class A shares of common stock issued in the August stock split. Includes 841 additional Class A shares of common stock issued in the August stock split. Includes 14,185 additional Class B shares of common stock issued in the August stock split. Includes 3 additional Class B shares of common stock issued in the August stock split. Includes 187 additional Class B shares of common stock issued in the August stock split. Includes 1,251 additional Class B shares of common stock issued in the August stock split. Includes 397 additional Class B shares of common stock issued in the August stock split. Includes 8,382 additional Class B shares of common stock issued in the August stock split. These stock appreciation rights were previously reported as covering 477 shares at an exercise price of $58.00, but were adjusted to reflect the August 2012 stock split. These stock appreciation rights were previously reported as covering 3,023 shares at an exercise price of $55.69, but were adjusted to reflect the August 2012 stock split. These stock appreciation rights were previously reported as covering 3,756 shares at an exercise price of $53.80, but were adjusted to reflect the August 2012 stock split. These stock appreciation rights were previously reported as covering 3,447 shares at an exercise price of $56.58, but were adjusted to reflect the August 2012 stock split. These stock appreciation rights were previously reported as covering 4,236 shares at an exercise price of $43.10, but were adjusted to reflect the August 2012 stock split. Each deferred stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock. The deferred stock units vest over the course of the Board year. Vested shares will be delivered to the reporting person on the first February 1st that is at least 6 months following the Director's termination from Board service. Includes additional Class B shares of common stock issued in the August stock split. 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. Diane M. Barhorst, Atty. in Fact for Martin S. Brown, Jr. 2013-01-14 EX-24 2 attach_1.htm 
POWER OF ATTORNEY



The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M.

Barhorst, and Laura H. Pulliam, signing singly, the undersigned's true and lawful attorney-in-fact to:



1. prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including

amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the

"Act") and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in

accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;



2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or

desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule

13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United

States Securities and Exchange Commission and any stock exchange or similar authority, and provide

a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and



3. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of

the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the

undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and

conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation, hereby ratifying and

confirming all that the attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.



The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in

such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the

"Corporation") assuming, (i) any of the undersigned's responsibilities to comply with Section 16 or

Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such

requirements.  This Power of Attorney does not relieve the undersigned from the undersigned's

obligations to comply with the requirements of the Act, including without limitation the reporting

requirements under Section 16 or Sections 13(d) or 13(g) thereunder.  The undersigned agrees that each

such attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction

of the undersigned to the attorney-in-fact.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigned's holdings of and

transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed

writing delivered to the foregoing attorneys in fact.  This Power of Attorney does not revoke any other

power of attorney that the undersigned has previously granted.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this

17 day of May, 2007.





/s/ Martin S. Brown, Jr.

MARTIN S. BROWN, JR.