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^*

MORREAU JANE C

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2013

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								3,792⁽²⁾	D
Class B Common	01/02/2013		M		5,963	A	$18.94	6,015.5⁽³⁾	D
Class B Common	01/02/2013		F		3,479	D	$63.25	2,536.5	D
Class B Common	01/02/2013		S⁽¹⁾		2,484	D	$63.491	52.5	D
Class B Common								2,490.195⁽⁴⁾	I	ESPP

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)
Non-Qualified Stock Option (right to buy)	$18.94⁽⁶⁾⁽⁵⁾	01/02/2013		M			5,963	05/01/2006	04/30/2013	Class B Common	5,963⁽⁴⁾⁽⁶⁾	$0	0	D
Non-Qualified Stock Option (right to buy)	$22.49⁽⁷⁾⁽⁵⁾							05/01/2007	04/30/2014	Class B Common	5,275⁽⁷⁾⁽⁵⁾		5,275⁽⁷⁾⁽⁵⁾	D
Stock Appreciation Right	$28.58⁽⁸⁾⁽⁵⁾							05/01/2008	04/30/2015	Class B Common	4,558⁽⁸⁾⁽⁵⁾		4,558⁽⁸⁾⁽⁵⁾	D
Stock Appreciation Right	$34.95⁽⁹⁾⁽⁵⁾							07/27/2006	04/30/2016	Class B Common	8,400⁽⁹⁾⁽⁵⁾		8,400⁽⁹⁾⁽⁵⁾	D
Stock Appreciation Right	$33.76⁽¹⁰⁾⁽⁵⁾							05/01/2010	04/30/2017	Class B Common	9,292⁽¹⁰⁾⁽⁵⁾		9,292⁽⁹⁾⁽¹⁰⁾⁽⁵⁾	D
Stock Appreciation Right	$35.51⁽⁵⁾⁽¹¹⁾							05/01/2011	04/30/2018	Class B Common	7,131⁽⁵⁾⁽¹¹⁾		7,131⁽⁵⁾⁽¹¹⁾	D
Stock Appreciation Right	$27.05⁽⁵⁾⁽¹²⁾							05/01/2012	04/30/2019	Class B Common	11,463⁽⁵⁾⁽¹²⁾		11,463⁽⁵⁾⁽¹²⁾	D
Stock Appreciation Right	$38.43⁽⁵⁾⁽¹³⁾							05/01/2013	04/30/2020	Class B Common	12,590⁽⁵⁾⁽¹³⁾		12,590⁽⁵⁾⁽¹³⁾	D
Stock Appreciation Right	$46.4⁽⁵⁾⁽¹⁴⁾							05/01/2014	04/30/2021	Class B Common	14,365⁽⁵⁾⁽¹⁴⁾		14,365⁽⁵⁾⁽¹⁴⁾	D
Stock Appreciation Right	$58.7⁽⁵⁾⁽¹⁵⁾							05/01/2015	04/30/2022	Class B Common	11,098⁽⁵⁾⁽¹⁵⁾		11,098⁽⁵⁾⁽¹⁵⁾	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $63.49 to $63.50, inclusive. The reporting person undertakes to provide to Brown-Forman Corporation, any security holder of Brown-Forman Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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 1,264 additional shares of Class A common stock.

3. Includes 17.5 additional Class B shares of common stock issued in the August stock split.

4. These are the number of shares acquired through the Brown-Forman Corporation Employee Stock Purchase Program as of close of business on January 2, 2013, including additional shares issued in the August stock split.

5. 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.

6. These stock options were previously reported as covering 3,741 shares at an exercise price of $30.18, but were adjusted to reflect the August 2012 stock split.

7. These stock options were previously reported as covering 3,309 shares at an exercise price of $35.83, but were adjusted to reflect the August 2012 stock split.

8. These stock appreciation rights were previously reported as covering 2,859 shares at an exercise price of $45.53, but were adjusted to reflect the August 2012 stock split.

9. These stock appreciation rights were previously reported as covering 5,270 shares at an exercise price of $55.69, but were adjusted to reflect the August 2012 stock split.

10. These stock appreciation rights were previously reported as covering 5,830 shares at an exercise price of $53.80, but were adjusted to reflect the August 2012 stock split.

11. These stock appreciation rights were previously reported as covering 4,474 shares at an exercise price of $56.58, but were adjusted to reflect the August 2012 stock split.

12. These stock appreciation rights were previously reported as covering 7,192 shares at an exercise price of $43.10, but were adjusted to reflect the August 2012 stock split.

13. These stock appreciation rights were previously reported as covering 7,899 shares at an exercise price of $61.24, but were adjusted to reflect the August 2012 stock split.

14. These stock appreciation rights were previously reported as covering 9,013 shares at an exercise price of $73.95, but were adjusted to reflect the August 2012 stock split.

15. These stock appreciation rights were previously reported as covering 6,963 shares at an exercise price of $93.54, but were adjusted to reflect the August 2012 stock split.

Remarks:

	Diane M. Barhorst, Attn in Fact for: Jane C. Morreau	01/03/2013
	** 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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