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)
06/08/2012

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	06/08/2012		J⁽¹⁾		13,626	A	⁽²⁾	186,340	D
Class A Common								30	I	By Spouse
Class A Common								1,500	I	Trust f/b/o Children
Class A Common								5,508	I	UTMA f/b/o Child
Class A Common								1,682	I	UTMA f/b/o Child
Class A Common	06/08/2012		J⁽¹⁾		13,626	D	⁽²⁾	0	I	Trust
Class B Common	06/08/2012		J⁽¹⁾		13,358	D	⁽²⁾	28,371	D
Class B Common								7	I	By Spouse
Class B Common								375	I	Trust f/b/o Children
Class B Common								2,502	I	UTMA f/b/o Child
Class B Common								795	I	UTMA f/b/o Child
Class B Common	06/08/2012		J⁽¹⁾		13,358	A	⁽²⁾	16,764	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	$58							05/26/2006	04/30/2015	Class B Common	477		477	D
Stock Appreciation Right	$55.69							07/27/2006	04/30/2016	Class B Common	3,023		3,023	D
Stock Appreciation Right	$53.8							07/26/2007	04/30/2017	Class B Common	3,756		3,756	D
Stock Appreciation Right	$56.58							07/24/2008	04/30/2018	Class B Common	3,447		3,447	D
Stock Appreciation Right	$43.1							07/23/2009	04/30/2019	Class B Common	4,236		4,236	D
Deferred Stock Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Class B Common	985.38		985.38	D

Explanation of Responses:

1. On June 8, 2012, the reporting person exchanged 13,626 Class A shares, indirectly held in a trust, for an economically equivalent number of Class B shares (13,358) held directly.

2. BFA and BFB closing prices as of June 7, 2012, were used to determine approximate economic equivalency. For BFA, $86.63; for BFB, $88.36.

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

4. 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.

	Laura H. Pulliam, Atty. in Fact for Martin S. Brown, Jr.	06/12/2012
	** 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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