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 Martin S JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2012

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								279,510 ⁽²⁾	D
Class A Common								45 ⁽³⁾	I	By Spouse
Class A Common								2,250 ⁽⁴⁾	I	Trust f/b/o Children
Class A Common								8,262 ⁽⁵⁾	I	UTMA f/b/o Child
Class A Common								2,523 ⁽⁶⁾	I	UTMA f/b/o Child
Class B Common	12/31/2012		G ⁽¹⁾	V	42,556	D	$0	0 ⁽⁷⁾	D
Class B Common	12/31/2012		G ⁽¹⁾	V	42,556	A	$0	42,556	I	Atkinson Hill, LLC
Class B Common								10 ⁽⁸⁾	I	Spouse
Class B Common								562 ⁽⁹⁾	I	Trust f/b/o Children
Class B Common								3,753 ⁽¹⁰⁾	I	UTMA f/b/o Child
Class B Common								1,192 ⁽¹¹⁾	I	UTMA f/b/o Child
Class B Common								25,146 ⁽¹²⁾	I	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)
Stock Appreciation Right	$36.4 ⁽¹⁴⁾ ⁽²¹⁾							05/25/2006	04/30/2015	Class B Common	761 ⁽¹⁴⁾ ⁽²¹⁾		761 ⁽¹⁴⁾ ⁽²¹⁾	D
Stock Appreciation Right	$34.95 ⁽¹³⁾ ⁽²¹⁾							07/27/2006	04/30/2016	Class B Common	4,819 ⁽¹³⁾ ⁽¹⁴⁾ ⁽²¹⁾		4,819 ⁽¹⁴⁾ ⁽²¹⁾	D
Stock Appreciation Right	$33.7659 ⁽¹⁵⁾ ⁽²¹⁾							07/26/2007	04/30/2017	Class B Common	5,987 ⁽¹⁵⁾ ⁽²¹⁾		5,987 ⁽¹⁵⁾ ⁽²¹⁾	D
Stock Appreciation Right	$35.51 ⁽¹⁶⁾ ⁽²¹⁾							07/24/2008	04/30/2018	Class B Common	5,495 ⁽¹⁶⁾ ⁽²¹⁾		5,495 ⁽¹⁶⁾ ⁽²¹⁾	D
Stock Appreciation Right	$27.05 ⁽¹⁷⁾ ⁽²¹⁾							07/23/2009	04/30/2019	Class B Common	6,752 ⁽¹⁷⁾ ⁽²¹⁾		6,752 ⁽¹⁷⁾ ⁽²¹⁾	D
Deferred Stock Units	⁽¹⁸⁾							⁽¹⁹⁾	⁽¹⁹⁾	Class B Common	1,655.67 ⁽²⁰⁾ ⁽²¹⁾		1,655.67 ⁽²⁰⁾ ⁽²¹⁾	D

Explanation of Responses:

1. 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.

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 93,170 additional shares of Class A common stock.

3. Includes 15 additional Class A shares of common stock issued in the August stock split.

4. Includes 750 additional Class A shares of common stock issued in the August stock split.

5. Includes 2,754 additional Class A shares of common stock issued in the August stock split.

6. Includes 841 additional Class A shares of common stock issued in the August stock split.

7. Includes 14,185 additional Class B shares of common stock issued in the August stock split.

8. Includes 3 additional Class B shares of common stock issued in the August stock split.

9. Includes 187 additional Class B shares of common stock issued in the August stock split.

10. Includes 1,251 additional Class B shares of common stock issued in the August stock split.

11. Includes 397 additional Class B shares of common stock issued in the August stock split.

12. Includes 8,382 additional Class B shares of common stock issued in the August stock split.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. Each deferred stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

19. 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.

20. Includes additional Class B shares of common stock issued in the August stock split.

21. 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.

Remarks:

	Diane M. Barhorst, Atty. in Fact for Martin S. Brown, Jr.	01/14/2013
	** Signature of Reporting Person	Date
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