- Statement of Changes in Beneficial Ownership (4)
17 April 2012 - 10:39PM
Edgar (US Regulatory)
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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, 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 George Garvin IV
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
850 DIXIE HWY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2006
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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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120000
(1)
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D
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Class A Common
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402155
(1)
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I
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GGB4 2012 LLC
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Class A Common
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4/13/2012
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J
(3)
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179964
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D
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(3)
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402155
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I
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GGB4 2012 LLC
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Class A Common
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4/13/2012
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J
(3)
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179964
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A
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(3)
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402155
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I
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GGB4 2012 LLC
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Class A Common
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4/13/2012
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G
(4)
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214148
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D
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(4)
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402155
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I
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GGB4 2012 LLC
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Class A Common
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4/13/2012
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G
(4)
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214148
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A
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(4)
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402155
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I
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GGB4 2012 LLC
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Class A Common
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2642357
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I
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CBGB LLC
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Class A Common
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34767
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I
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Trust u/a FBO Geo. Garvin Brown IV
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Class A Common
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353036
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I
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GGB4 2010#1 LLC
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Class A Common
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71429
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I
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GGB4 2010 #2 LLC
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Class A Common
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12/22/2006
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J
(6)
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3419
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A
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$0
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3419
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I
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Crumney Trust
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Class A Common
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1271
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I
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By Spouse
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Class A Common
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14
(5)
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I
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By G. Garvin Brown III estate
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Class B Common
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147369
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D
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Class B Common
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19229
(2)
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I
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GGB4 2012 LLC
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Class B Common
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4/13/2012
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J
(3)
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8605
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D
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(3)
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19229
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I
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GGB4 2012 LLC
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Class B Common
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4/13/2012
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J
(3)
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8605
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A
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(3)
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19229
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I
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GGB4 2012 LLC
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Class B Common
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4/13/2012
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G
(4)
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10239
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D
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(4)
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19229
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I
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GGB4 2012 LLC
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Class B Common
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4/13/2012
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G
(4)
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10239
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A
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(4)
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19229
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I
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GGB4 2012 LLC
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Class B Common
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360589
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I
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CBGB, LLC
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Class B Common
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10792
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I
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Trust u/a FBO Geo. Garvin Brown IV
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Class B Common
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52200
(2)
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I
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GGB4 2010 #2 LLC
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Class B Common
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12/22/2006
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J
(6)
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1513
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A
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$0
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1513
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I
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Crumney Trust
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Class B Common
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6838.006
(7)
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I
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401(k) Plan
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Class B Common
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1831
(5)
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I
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By G. Garvin Brown III estate
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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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$24.70
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5/1/2005
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4/30/2012
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Class B Common
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820
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820
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D
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Non-Qualified Stock Option (right to buy)
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$30.18
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5/1/2006
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4/30/2013
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Class B Common
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1179
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1179
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D
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Non-Qualified Stock Option (right to buy)
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$35.83
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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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1938
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1938
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D
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Stock Appreciation Right
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$45.53
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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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670
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670
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D
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Stock Appreciation Right
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$55.69
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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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920
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920
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D
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Stock Appreciation Right
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$53.80
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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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1053
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1053
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D
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Stock Appreciation Right
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$56.58
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5/1/2011
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7/24/2018
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Class B Common
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967
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967
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D
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Stock Appreciation Right
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$43.10
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5/1/2012
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4/30/2019
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Class B Common
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2957
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2957
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D
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Restricted Stock Unit
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(8)
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(9)
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(9)
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Class B Common
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545
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545
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D
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Restricted Stock Unit
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(8)
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(10)
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(10)
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Class B Common
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2078
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2078
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D
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Explanation of Responses:
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(
1)
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On April 13, 2012, the reporting person contributed 402,155 Class A shares and LLC units representing a 50% interest in CBGB LLC to GGB4 2012 LLC in exchange for a pro rata interest in GGB4 2012 LLC. The reporting person disclaims beneficial ownership of the shares held by GGB4 2012 LLC and by CBGB LLC except to the extent of his pecuniary interest in those LLCs.
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(
2)
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On April 13, 2012, GGB4 2010 #2 LLC contributed 19,229 class B shares GGB4 2012 LLC in exchange for a pro rata interest in GGB4 2012 LLC.
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(
3)
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On April 13, 2012, the undersigned transferred non-voting LLC units representing a 44.75% interest in GGB4 2012 LLC to the GGB4 2012 Irrevocable Trust in exchange for installment payments. The reporting person disclaims beneficial ownership of the shares held by GGB4 2012 LLC except to the extent of his pecuniary interest therein.
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(
4)
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On April 13, 2012, the undersigned contributed non-voting LLC units representing a 44.75% interest in GGB4 2012 LLC to the G.Garvin Brown IV 2012 GRAT, and a 8.5% interest in GGB4 2012 LLC to the G. Garvin Brown IV Charitable Lead Trust.
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(
5)
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The reporting person acquired beneficial ownership of these shares in his capacity as co-executor of his father's estate, 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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On December 22, 2006, the reporting person became the trustee of a trust for the benefit of certain immediate family members.
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(
7)
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Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of April 13, 2012.
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(
8)
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Each restricted stock unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
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(
9)
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The restricted stock units vest April 30, 2014.
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(
10)
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The restricted stock units vest April 30, 2015.
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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 George Garvin IV
850 DIXIE HWY
LOUISVILLE, KY 40210
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X
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Executive Vice President
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Signatures
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Diane M. Barhorst, Atty. in Fact for George Garvin Brown IV
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4/17/2012
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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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