- Statement of Changes in Beneficial Ownership (4)
15 January 2013 - 10:49AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Brown Martin S JR
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2. Issuer Name
and
Ticker or Trading Symbol
BROWN FORMAN CORP
[
BFA/BFB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
850 DIXIE HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2012
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(Street)
LOUISVILLE, KY 40210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common
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279510
(2)
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D
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Class A Common
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45
(3)
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I
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By Spouse
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Class A Common
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2250
(4)
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I
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Trust f/b/o Children
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Class A Common
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8262
(5)
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I
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UTMA f/b/o Child
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Class A Common
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2523
(6)
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I
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UTMA f/b/o Child
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Class B Common
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12/31/2012
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G
(1)
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V
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42556
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D
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$0
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0
(7)
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D
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Class B Common
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12/31/2012
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G
(1)
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V
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42556
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A
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$0
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42556
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I
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Atkinson Hill, LLC
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Class B Common
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10
(8)
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I
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Spouse
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Class B Common
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562
(9)
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I
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Trust f/b/o Children
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Class B Common
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3753
(10)
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I
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UTMA f/b/o Child
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Class B Common
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1192
(11)
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I
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UTMA f/b/o Child
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Class B Common
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25146
(12)
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I
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Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Right
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$36.40
(14)
(21)
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5/25/2006
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4/30/2015
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Class B Common
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761
(14)
(21)
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761
(14)
(21)
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D
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Stock Appreciation Right
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$34.95
(13)
(21)
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7/27/2006
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4/30/2016
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Class B Common
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4819
(13)
(14)
(21)
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4819
(14)
(21)
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D
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Stock Appreciation Right
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$33.7659
(15)
(21)
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7/26/2007
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4/30/2017
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Class B Common
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5987
(15)
(21)
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5987
(15)
(21)
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D
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Stock Appreciation Right
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$35.51
(16)
(21)
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7/24/2008
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4/30/2018
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Class B Common
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5495
(16)
(21)
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5495
(16)
(21)
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D
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Stock Appreciation Right
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$27.05
(17)
(21)
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7/23/2009
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4/30/2019
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Class B Common
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6752
(17)
(21)
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6752
(17)
(21)
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D
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Deferred Stock Units
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(18)
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(19)
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(19)
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Class B Common
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1655.67
(20)
(21)
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1655.67
(20)
(21)
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D
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Explanation of Responses:
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(
1)
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On December 31, 2012, the reporting person transferred directly held shares to Atkinson Hill, LLC, of which he was sole member, and on the same day gifted a 99% interest in the LLC to a family trust. The reporting person disclaims beneficial ownership of the LLC except to the extent of his pecuniary interest therein.
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(
2)
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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 93,170 additional shares of Class A common stock.
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(
3)
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Includes 15 additional Class A shares of common stock issued in the August stock split.
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(
4)
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Includes 750 additional Class A shares of common stock issued in the August stock split.
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(
5)
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Includes 2,754 additional Class A shares of common stock issued in the August stock split.
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(
6)
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Includes 841 additional Class A shares of common stock issued in the August stock split.
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(
7)
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Includes 14,185 additional Class B shares of common stock issued in the August stock split.
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(
8)
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Includes 3 additional Class B shares of common stock issued in the August stock split.
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(
9)
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Includes 187 additional Class B shares of common stock issued in the August stock split.
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(
10)
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Includes 1,251 additional Class B shares of common stock issued in the August stock split.
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(
11)
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Includes 397 additional Class B shares of common stock issued in the August stock split.
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(
12)
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Includes 8,382 additional Class B shares of common stock issued in the August stock split.
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(
13)
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These stock appreciation rights were previously reported as covering 477 shares at an exercise price of $58.00, but were adjusted to reflect the August 2012 stock split.
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(
14)
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These stock appreciation rights were previously reported as covering 3,023 shares at an exercise price of $55.69, but were adjusted to reflect the August 2012 stock split.
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(
15)
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These stock appreciation rights were previously reported as covering 3,756 shares at an exercise price of $53.80, but were adjusted to reflect the August 2012 stock split.
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(
16)
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These stock appreciation rights were previously reported as covering 3,447 shares at an exercise price of $56.58, but were adjusted to reflect the August 2012 stock split.
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(
17)
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These stock appreciation rights were previously reported as covering 4,236 shares at an exercise price of $43.10, but were adjusted to reflect the August 2012 stock split.
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(
18)
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Each deferred stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
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(
19)
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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.
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(
20)
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Includes additional Class B shares of common stock issued in the August stock split.
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(
21)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brown Martin S JR
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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X
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Signatures
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Diane M. Barhorst, Atty. in Fact for Martin S. Brown, Jr.
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1/14/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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