BROWN FORMAN CORP — Director's Dealing 2013

Jan 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN FORMAN CORP (BFA/BFB)
CIK: 0000014693
Period of Report: 2012-12-31

Reporting Person: Brown Martin S JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Class B Common	G	42556	—	Disposed	0	Direct
2012-12-31	Class B Common	G	42556	—	Acquired	42556	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common	279510	Direct
Class A Common	45	Indirect
Class A Common	2250	Indirect
Class A Common	8262	Indirect
Class A Common	2523	Indirect
Class B Common	10	Indirect
Class B Common	562	Indirect
Class B Common	3753	Indirect
Class B Common	1192	Indirect
Class B Common	25146	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Right	$36.40	2015-04-30	Class B Common (761)	761	Direct
Stock Appreciation Right	$34.95	2016-04-30	Class B Common (4819)	4819	Direct
Stock Appreciation Right	$33.7659	2017-04-30	Class B Common (5987)	5987	Direct
Stock Appreciation Right	$35.51	2018-04-30	Class B Common (5495)	5495	Direct
Stock Appreciation Right	$27.05	2019-04-30	Class B Common (6752)	6752	Direct
Deferred Stock Units	$		Class B Common (1655.67)	1655.67	Direct

Footnotes

F1: 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.

F2: 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.

F3: Includes 15 additional Class A shares of common stock issued in the August stock split.

F4: Includes 750 additional Class A shares of common stock issued in the August stock split.

F5: Includes 2,754 additional Class A shares of common stock issued in the August stock split.

F6: Includes 841 additional Class A shares of common stock issued in the August stock split.

F7: Includes 14,185 additional Class B shares of common stock issued in the August stock split.

F8: Includes 3 additional Class B shares of common stock issued in the August stock split.

F9: Includes 187 additional Class B shares of common stock issued in the August stock split.

F10: Includes 1,251 additional Class B shares of common stock issued in the August stock split.

F11: Includes 397 additional Class B shares of common stock issued in the August stock split.

F12: Includes 8,382 additional Class B shares of common stock issued in the August stock split.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: Each deferred stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.

F19: 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.

F20: Includes additional Class B shares of common stock issued in the August stock split.

F21: 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.