- Statement of Changes in Beneficial Ownership (4)
19 Februar 2009 - 8:35PM
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brown J McCauley
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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)
_____ Director
__
X
__ 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)
10/1/2008
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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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10/1/2008
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P
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1200
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A
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$71.18
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44200
(1)
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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1100
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A
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$72.44
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45300
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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1000
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A
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$71.19
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46300
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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200
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A
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$71.50
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46500
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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200
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A
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$72.46
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46700
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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200
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A
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$72.47
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46900
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I
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By Brown FLIP
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Class A Common
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10/1/2008
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P
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100
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A
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$72.45
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47000
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I
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By Brown FLIP
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Class A Common
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12/15/2008
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G
(2)
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V
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28000
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D
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$0
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185618
(3)
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D
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Class A Common
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12/15/2008
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G
(2)
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V
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28000
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A
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$0
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28000
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I
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By MAE LLC
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Class A Common
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12/15/2008
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G
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V
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0
(4)
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D
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$0
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501926
(5)
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I
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By Brown Ventures, LLC
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Class A Common
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100000
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I
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By GRAT
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Class A Common
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1579
(6)
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I
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By children
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Class A Common
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30172
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I
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By Spouse
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Class B Common
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120010
(7)
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D
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Class B Common
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3500
(8)
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I
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BF 401(k) Plan
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Class B Common
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125481
(9)
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I
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By Brown Ventures, LLC
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Class B Common
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11750
(9)
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I
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By Brown FLIP
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Class B Common
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393
(9)
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I
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By Children
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Class B Common
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7543
(9)
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I
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By Spouse
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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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Non-Qualified Stock Option (right to buy)
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$36.35
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5/1/2007
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4/30/2014
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Class B Common
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1355
(10)
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1355
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D
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Stock Appreciation Right
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$46.19
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5/1/2008
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4/30/2015
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Class B Common
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1172
(11)
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1172
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D
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Stock Appreciation Right
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$56.50
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5/1/2009
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4/30/2016
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Class B Common
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2527
(12)
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2527
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D
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Stock Appreciation Right
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$54.58
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5/1/2010
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4/30/2017
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Class B Common
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2894
(13)
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2894
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D
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Stock Appreciation Right
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$57.40
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5/1/2011
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4/30/2018
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Class B Common
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2657
(14)
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2657
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D
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Explanation of Responses:
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(
1)
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The reporting person has elected to begin reporting all shares held by Brown FLIP but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
2)
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On December 15, 2008, the reporting person transferred these shares to MAE LLC, a limited liability company of which the reporting person and his wife were then the sole members. On December 30, 2008, the reporting person and his wife gave certain non-voting units of MAE LLC to trusts controlled by and for the benefit of the reporting person and his wife. The reporting person reports all of the shares held by MAE LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
3)
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Excludes 100,000 shares previously reported as directly-held which were contributed to a grantor retained annuity trust on December 30, 2008.
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(
4)
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Represents separate gifts of Brown Ventures, LLC limited liability company units to four individuals and to MAE LLC.
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(
5)
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The reporting person has elected to begin reporting all shares held by Brown Ventures, LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(
6)
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The reporting person no longer has a reportable beneficial interest in 1,832.503 shares owned by his child and included in the reporting person's prior ownership reports.
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(
7)
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In October 2008, Brown-Forman Corporation completed a stock distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. This total has been adjusted to reflect 86,725 Class B shares received through the distribution.
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(
8)
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Shares held in 401(k) as of February 17, 2009.
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(
9)
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These shares were received in the October 2008 stock distribution.
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(
10)
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These options were previously reported as covering 1084 shares at an exercise price $45.44 per share, but were adjusted to reflect the October 2008 stock distribution.
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(
11)
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These stock appreciation rights were previously reported as covering 937 shares at an exercise price of $57.74 per share, but were adjusted to reflect the October 2008 stock distribution.
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(
12)
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These stock appreciation rights were previously reported as covering 2,021 shares at an exercise price of $70.63 per share, but were adjusted to reflect the October 2008 stock distribution.
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(
13)
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These stock appreciation rights were previously reported as covering 2,315 shares at an exercise price of $68.22 per share, but were adjusted to reflect the October 2008 stock distribution.
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(
14)
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These stock appreciation rights were previously reported as covering 2,125 shares at an exercise price of $71.75 per share, but were adjusted to reflect the October 2008 stock distribution.
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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 J McCauley
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210
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X
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Signatures
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Holli Lewis, Atty. in Fact for J. McCauley Brown
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2/18/2009
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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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