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^*

MAYER RICHARD P

(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)
06/08/2011

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								6,000	D
Class B Common	06/08/2011		M		4,085	A	$24.7	15,252	D

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)⁽¹⁾	$24.7⁽²⁾	06/08/2011		M			4,085	05/01/2002	04/30/2012	Class B Common	4,085⁽²⁾	$0	0⁽²⁾	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$30.18⁽³⁾							07/24/2003	04/30/2013	Class B Common	3,923⁽³⁾		3,923⁽³⁾	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$35.83⁽⁴⁾							07/22/2004	04/30/2014	Class B Common	3,053⁽⁴⁾		3,053⁽⁴⁾	D
Stock Appreciation Right⁽¹⁾	$45.53⁽⁵⁾							07/28/2005	04/30/2015	Class B Common	3,550⁽⁵⁾		3,550⁽⁵⁾	D
Stock Appreciation Right⁽¹⁾	$55.69⁽⁶⁾							07/27/2006	04/30/2016	Class B Common	3,023⁽⁶⁾		3,023⁽⁶⁾	D
Stock Appreciation Right⁽¹⁾	$53.8⁽⁷⁾							07/26/2007	04/30/2017	Class B Common	3,756⁽⁷⁾		3,756⁽⁷⁾	D
Stock Appreciation Right⁽¹⁾	$56.58⁽⁸⁾							07/24/2008	04/30/2011	Class B Common	3,447⁽⁸⁾		3,447⁽⁸⁾	D
Stock Appreciation Right⁽¹⁾	$43.1⁽⁹⁾							07/23/2009	04/30/2019	Class B Common	7,812⁽⁹⁾		7,812⁽⁹⁾	D
Stock Appreciation Right⁽¹⁾	$61.24⁽¹⁰⁾							07/22/2010	04/30/2020	Class B Common	3,002⁽¹⁰⁾		3,002⁽¹⁰⁾	D
Deferred Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Class B Common	1,008.63⁽¹³⁾		1,008.63⁽¹³⁾	D

Explanation of Responses:

1. All outstanding derivative security amounts and exercise prices were adjusted on December 10, 2010, the record date for the Issuer's December 28, 2010 special cash dividend.

2. These option were previously reported as covering 4,027 shares at an exercise price of $25.06 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

3. These option were previously reported as covering 3,867 shares at an exercise price of $30.62 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

4. These option were previously reported as covering 3,009 shares at an exercise price of $36.35 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

5. These stock appreciation rights were previously reported as covering 3,499 shares at an exercise price of $46.19 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

6. These stock appreciation rights were previously reported as covering 2,980 shares at an exercise price of $56.50 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

7. These stock appreciation rights were previously reported as covering 3,702 shares at an exercise price of $54.58 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

8. These stock appreciation rights were previously reported as covering 3,398 shares at an exercise price of $57.40 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

9. These stock appreciation rights were previously reported as covering 7,700 shares at an exercise price of $43.72 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

10. These stock appreciation rights were previously reported as covering 2,959 shares at an exercise price of $62.13 per share, but were adjusted to reflect the December 28, 2010 special cash dividend.

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

12. 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.

13. The number of deferred stock units has been adjusted to reflect units issued as a result of the issuer's dividends.

Remarks:

	Diane M. Barhorst, Attn. in Fact for: Richard P. Mayer	06/10/2011
	** 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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