0000014693-12-000174.txt : 20121231 0000014693-12-000174.hdr.sgml : 20121231 20121231151035 ACCESSION NUMBER: 0000014693-12-000174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121227 FILED AS OF DATE: 20121231 DATE AS OF CHANGE: 20121231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Christina Lee CENTRAL INDEX KEY: 0001542909 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 121293430 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 2012-12-27 0000014693 BROWN FORMAN CORP BFA, BFB 0001542909 Brown Christina Lee 850 DIXIE HWY LOUISVILLE KY 40210 0 0 1 0 Class A Common 257700 D Class A Common 504775 I Owsley Brown II 1994 GRAT Class A Common 67714 I Trust u/a Owsley Brown III Class A Common 2012-12-27 5 G 0 816126 D 0 I Owsley Brown II 2001 GRAT Class A Common 2012-12-27 5 G 0 297048 D 0 I Owsley Brown II 2002 GRAT Class A Common 2012-12-27 5 G 0 1113174 A 1277100 I Estate of Owsley Brown II Class A Common 2012-12-27 4 J 0 1113174 D 163926 I Estate of Owsley Brown II Class A Common 2012-12-27 4 J 0 1113174 A 1113174 I Polaris LLC Class A Common 2012-12-30 4 J 0 126544 D 3300114 I Olympus Three LLC Class A Common 2012-12-30 4 J 0 126544 A 3330114 I Olympus Three, LLC Class A Common 2012-12-31 4 J 0 163926 D 0 I Estate of Owsley Brown II Class A Common 2012-12-31 4 J 0 163926 A 1277100 I Polaris LLC Class B Common 64189 D Class B Common 1980 I Owsley Brown II IRA Class B Common 126193 I Owsley Brown II 1994 GRAT Class B Common 2012-12-27 5 G 0 210723 D 0 I Owsley Brown II 2001 GRAT Class B Common 2012-12-27 5 G 0 78964 D 0 I Owsley Brown II 2002 GRAT Class B Common 2012-12-27 5 G 0 289687 A 596776 I Estate of Owsley Brown II Class B Common 2012-12-27 4 J 0 289687 D 307089 I Estate of Owsley Brown II Class B Common 2012-12-27 4 J 0 289687 A 289687 I Polaris LLC Class B Common 2012-12-30 4 J 0 254738 D 6703641 I Olympus Three LLC Class B Common 2012-12-30 4 J 0 254738 A 6703641 I Olympus Three LLC Class B Common 2012-12-31 4 J 0 53913 D 253176 I Estate of Owsley Brown II Class B Common 2012-12-31 4 J 0 53913 A 343600 I Polaris LLC Non-Qualified Stock Option (right to buy) 22.49 2007-05-01 2014-04-30 Class B Common 131303 131303 D Stock Appreciation Right 33.65 2007-11-15 2015-07-24 Class B Common 5311 5311 D On December 27, 2012, the Owsley Brown II 2001 GRAT and Owsley Brown II 2002 GRAT terminated and delivered their shares to the Estate of Owsley Brown II. The reporting person was appointed administrator of the Estate in October 2011, and disclaims beneficial ownership of the shares held by the Estate except to the extent of her pecuniary interest therein. On December 27, 2012, in a series of nearly simultaneous transactions, the Estate of Owsley Brown II transferred shares to the Owsley Brown Marital Trust, which transferred them to the reporting person, who transferred them to Polaris LLC. In a similar series of transactions on December 30, 2012, the Estate transferred a 3.8% interest in Olympus Three LLC to the Marital Trust, which transferred it to the reporting person, who transferred it to Polaris LLC. Finally, in a similar series of transactions on December 31, 2012, the Estate transferred 151,155 Class A shares and 50, 477 Class B shares to the Marital Trust, which transferred them to the reporting person, who transferred them to Polaris LLC. Also on December 31, 2012, the Estate transferred 12,771 Class A shares and 3,436 Class B shares directly to Polaris LLC. The reporting person continued to have a pecuniary interest in the shares throughout these transactions, but disclaims beneficial ownership of the shares held by Polaris LLC and by Olympus Three except to the extent of such interest. 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 Christina Lee Brown 2013-01-31 EX-24 2 attach_1.htm

         POWER OF ATTORNEY



         The undersigned does hereby constitute and appoint each of Matt Hamel, 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, 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;



         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) and timely

         file that Form 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 of the

         Act or (ii) any liability of the undersigned for failure to comply with Section 16 of the Act.  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

         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 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

         10 day of February, 2012.







         __________________________________

         Christina Lee Brown, individually and as administrator of Estate of Owsley Brown II