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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common | 207,313(4) | D | ||||||||
Class A Common | 354(5) | I | Cordt Huneke Trust | |||||||
Class A Common | 354(5) | I | Chase Huneke Trust | |||||||
Class A Common | 354(5) | I | Brooke Huneke Trust | |||||||
Class A Common | 354(5) | I | Kelli Huneke Trust | |||||||
Class A Common | 5,922(6) | I | Brooke Huneke UTMA | |||||||
Class A Common | 5,922(6) | I | Kelli Huneke UTMA | |||||||
Class A Common | 4,860(7) | I | Annsley Frazier Thorton Trust | |||||||
Class A Common | 01/03/2012 | G(1) | 39,368 | D | (1) | 8,480,822(8) | I | Avish Agincourt, LLC | ||
Class A Common | 04/02/2012 | G(1) | 36,987 | D | (1) | 8,480,882 | I | Avish Agincourt, LLC | ||
Class A Common | 07/02/2012 | G(1) | V | 32,154 | D | (1) | 8,480,882 | I | Avish Agincourt, LLC | |
Class A Common | 10/19/2012 | J(2) | 590,039 | A | (2) | 8,480,882 | I | Avish Agincourt, LLC | ||
Class B Common | 223,213(9) | D | ||||||||
Class B Common | 1,290(10) | I | Cordt Huneke Trust | |||||||
Class B Common | 1,702(11) | I | Chase Huneke Trust | |||||||
Class B Common | 1,702(11) | I | Brooke Huneke Trust | |||||||
Class B Common | 1,702(11) | I | Kelli Huneke Trust | |||||||
Class B Common | 5,155(12) | I | Brooke Huneke UTMA | |||||||
Class B Common | 5,065(13) | I | Kelli Huneke UTMA | |||||||
Class B Common | 01/03/2012 | G(1) | 25,000 | D | (1) | 5,385,486(14) | I | Avish Agincourt, LLC | ||
Class B Common | 04/02/2012 | G(1) | 23,487 | D | (1) | 5,385,486 | I | Avish Agincourt, LLC | ||
Class B Common | 07/02/2012 | G(1) | V | 20,418 | D | (1) | 5,385,486 | I | Avish Agincourt, LLC | |
Class B Common | 10/19/2012 | J(2) | 374,684 | A | (2) | 5,385,486 | I | Avish Agincourt, LLC | ||
Class B Common | 08/16/2012 | W(3) | V | 1,093,749 | A | $0 | 1,093,749 | I | OBF Revocable Trust | |
Class B Common | 10/19/2012 | S(2) | 534,545 | D | $67.11 | 559,204 | I | OBF Revocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents three transfers of units of Avish Agincourt LLC from a trust of which the reporting person is trustee to a revocable trust, in satisfaction of a private annuity arrangement analogous to a grantor retained annuity trust. |
2. Represents private transaction involving the exchange of Class B shares in consideration of the acquisition by a revocable trust of additional limited partnership units in a charitable limited partnership, which holds Avish Agincourt LLC units and is controlled by the reporting person. The reporting person disclaims beneficial ownership of all entities except to the extent of her pecuniary interest therein. |
3. On August 16, 2012, the reporting person became trustee of this trust. |
4. 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 additional 69,104 shares of Class A common stock. |
5. Includes 118 additional Class A shares of common stock issued in the August stock split. |
6. Includes 1,974 additional Class A shares of common stock issued in the August stock split. |
7. Includes 1,620 additional Class A shares of common stock issued in the August stock split. |
8. Includes 2,826,960 additional Class A shares of common stock issued in the August stock split. |
9. Includes 74,404 additional Class B shares of common stock issued in the August stock split. |
10. Includes 430 additional Class B shares of common stock issued in the August stock split. |
11. Includes 567 additional Class B shares of common stock issued in the August stock split. |
12. Includes 1,718 additional Class B shares of common stock issued in the August stock split. |
13. Includes 1,688 additional Class B shares of common stock issued in the August stock split. |
14. Total has been updatedto reflect the redemption of another member's interest in Avish Agincourt, LLC which redemption did not affect the reporting person's pecuniary interest, and also 1,795,162 shares received in the August 2012 stock split. |
Remarks: |
Diane Barhorst, Attorney in Fact for Laura Frazier | 10/23/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |