FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Brown J McCauley
2. Issuer Name and Ticker or Trading Symbol

BROWN FORMAN CORP [ BFA, BFB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

850 DIXIE HIGHWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2012
(Street)

LOUISVILLE, KY 40210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  26781   (1) D  
 
Class A Common   8/14/2012     J (3)    84274   A $59.33   907663   (2) I   By Brown Ventures, LLC  
Class A Common                  42000   (4) I   By MAE LLC  
Class A Common                  347899   (5) I   By GRAT  
Class A Common                  48121   (6) I   By JMB Irrev Trust  
Class A Common                  3877   (7) I   By children  
Class A Common                  45258   (8) I   By Spouse  
Class B Common                  67515   (9) D  
 
Class B Common   8/14/2012     J (3)    81327   D $61.48   124519   (10) I   By Brown Ventures, LLC  
Class B Common                  5663.546   (11) I   BF 401(k) Plan  
Class B Common                  589   (12) I   By Children  
Class B Common                  11314   (13) I   By Spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Unit     (18)                    (19)   (19) Class B Common   1225   (14)   1225   D  
 
Restricted Stock Uniit     (18)                    (20)   (20) Class B Common   862   (15)   862   D  
 
Restricted Stock Unit     (18)                    (21)   (21) Class B Common   732   (16)   732   D  
 
Restricted Stock Unit     (18)                    (22)   (22) Class B Common   238   (17)   238   D  
 

Explanation of Responses:
( 1)  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 8,927 additional shares of common stock.
( 2)  Reflects the acquisition of 274,463 additional shares issued in the August 2012 stock split.
( 3)  On August 14, 2012, the filing person exchanged 81,327 class B shares held in a trust for 84,274 class A shares held by his sister. Each of the transactions in the exchange was valued at approximately $5 million based on the closing prices of BFA and BFB reported on the New York Stock Exchange on August 13, 2012.
( 4)  Reflects the acquisition of 14,000 additional shares issued in the August 2012 stock split.
( 5)  Reflects the acquisition of 115,966 additional shares issued in the August 2012 stock split.
( 6)  Reflects the acquisition of 16,040 additional shares issued in the August 2012 stock split.
( 7)  Reflects the acquisition of 1,292 additional shares issued in the August 2012 stock split.
( 8)  Reflects the acquisition of 15,086 additional shares issued in the August 2012 stock split.
( 9)  Reflects the acquisition of 22,505 additional shares issued in the August 2012 stock split.
( 10)  Reflects the acquisition of 68,615 additional shares issued in the August 2012 stock split.
( 11)  Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of August 16, 2012, and adjusted to reflect the additional shares issued in the August 2012 stock split.
( 12)  Reflects the acquisition of 196 additional shares issued in the August 2012 stock split.
( 13)  Reflects the acquisition of 3,771 additional shares issued in the August 2012 stock split.
( 14)  Reflects the acquisition of 408 additional restricted shares issued in the August 2012 stock split.
( 15)  Reflects the acquisition of 287 additional restricted shares issued in the August 2012 stock split.
( 16)  Reflects the acquisition of 244 additional restricted shares issued in the August 2012 stock split.
( 17)  Reflects the acquisition of 79 additional restricted shares issued in the August 2012 stock split.
( 18)  Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
( 19)  The Restricted Stock Units were granted July 23, 2009, and vest April 30, 2013.
( 20)  The Restricted Stock Units were granted on July 22, 2010, and vest April 30, 2014.
( 21)  The Restricted Stock Units were granted on July 28, 2011, and vest April 30, 2015.
( 22)  The Restricted Stock Units were granted on July 26, 2012, and vest April 30, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brown J McCauley
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210

X


Signatures
Diane M. Barhorst, Atty. in Fact for J. McCauley Brown 8/24/2012
** 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 control number.
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