Check the
appropriate box to designate the rule pursuant to which this Schedule is filed.
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
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|
|
|
|
|
|
(1)
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|
Names of
reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Christina Lee Brown
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(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
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Citizenship or Place of
Organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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(5)
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Sole voting power
0
|
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(6)
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Shared voting power
0
|
|
(7)
|
|
Sole dispositive power
4,047,491
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(8)
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Shared dispositive power
0
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(9)
|
|
Aggregate amount beneficially owned by each reporting person
4,047,491
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(10)
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by amount
in Row (9)
2.4%
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(12)
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Type of reporting person (see
instructions)
IN
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(1)
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Names of
reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Owsley Brown III
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(2)
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
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(3)
|
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SEC use only
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(4)
|
|
Citizenship or Place of
Organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
0
|
|
(6)
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Shared voting power
0
|
|
(7)
|
|
Sole dispositive power
1,020,282
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(8)
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Shared dispositive power
0
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(9)
|
|
Aggregate amount beneficially owned by each reporting person
1,020,282
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(10)
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by amount
in Row (9)
0.6%
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(12)
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Type of reporting person (see
instructions)
IN
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|
|
|
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(1)
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Names of
reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Brooke Brown Barzun
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
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Citizenship or Place of
Organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
|
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(5)
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Sole voting power
0
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
2,463,513
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
2,463,513
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(10)
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by amount
in Row (9)
1.5%
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(12)
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Type of reporting person (see
instructions)
IN
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|
|
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(1)
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Names of
reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Augusta Brown Holland
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC use only
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(4)
|
|
Citizenship or Place of
Organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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|
(5)
|
|
Sole voting power
0
|
|
(6)
|
|
Shared voting power
0
|
|
(7)
|
|
Sole dispositive power
1,290,556
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(8)
|
|
Shared dispositive power
487,317
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(9)
|
|
Aggregate amount beneficially owned by each reporting person
1,777,873
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(10)
|
|
Check if the aggregate amount in Row
(9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by amount
in Row (9)
1.1%
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(12)
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Type of reporting person (see
instructions)
IN
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Item 1(a) and 1(b). Name of Issuer and Address of Issuers Principal Executive Offices:
Brown-Forman Corporation
850
Dixie Highway
Louisville, Kentucky 40210
Item 2(a).
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Names of persons filing:
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The persons reporting on this Schedule 13G are Christina Lee
Brown, Owsley Brown III, Brooke Brown Barzun and Augusta Brown Holland.
Item 2(b).
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Address of principal business office or, if none, residence:
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Principal Business Address of each
individual named herein:
333 East Main Street, Suite 401
Louisville, Kentucky 40202
Item 2(c).
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Citizenship:
Each of the Reporting Persons is a U.S. citizen.
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Item 2(d).
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Title of class of securities:
Brown-Forman Corporation Class A Common Stock
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Item 2(e).
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CUSIP No.:
0115637-10-0
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) ☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
(f) ☐ An employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in
accordance with §
240.13d-1(b)(1)(ii)(G).
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3).
(j) ☐ Group, in accordance with
§
240.13d-1(b)(1)(ii)(J).
The Class A Common Stock beneficially owned by each reporting person
as of March 23, 2017 is as follows:
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Reporting Person
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Number of Shares Owned
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Christina Lee Brown:
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Beneficially Owned:
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4,047,491
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Percent of Class:
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2.4
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%
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Sole Voting Power:
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0
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Shared Voting Power:
|
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0
|
|
|
|
Sole Dispositive Power:
|
|
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4,047,491
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Shared Dispositive Power:
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0
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Owsley Brown III:
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Beneficially Owned:
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1,020,282
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Percent of Class:
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0.6
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%
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|
Sole Voting Power:
|
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0
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|
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|
Shared Voting Power:
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|
|
0
|
|
|
|
Sole Dispositive Power:
|
|
|
1,020,282
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|
|
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Shared Dispositive Power:
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0
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|
|
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|
Brooke Brown Barzun:
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Beneficially Owned:
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2,463,513
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Percent of Class:
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1.5
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%
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Sole Voting Power:
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0
|
|
|
|
Shared Voting Power:
|
|
|
0
|
|
|
|
Sole Dispositive Power:
|
|
|
2,463,513
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|
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Shared Dispositive Power:
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0
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|
Augusta Brown Holland:
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|
Beneficially Owned:
|
|
|
1,777,873
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|
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Percent of Class:
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1.1
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%
|
|
|
Sole Voting Power:
|
|
|
0
|
|
|
|
Shared Voting Power:
|
|
|
0
|
|
|
|
Sole Dispositive Power:
|
|
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1,290,556
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|
|
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Shared Dispositive Power:
|
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487,317
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Each of the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Other persons have the
right to receive the dividends and the proceeds of sale from certain of the shares for which the undersigned have voting and dispositional control.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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N/A
Item 9.
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Notice of Dissolution of Group.
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The reporting persons group dissolved on
March 23, 2017. Any further filings with respect to transactions in Class A shares will be filed, if required, by the group members in their individual capacity.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 28, 2017
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/s/ Christina Lee Brown
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May
6, 2014
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Christina Lee Brown
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/s/ Owsley Brown III
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 9, 2014
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Owsley Brown III
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/s/ Brooke Brown Barzun
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 9, 2014
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Brooke Brown Barzun
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/s/ Augusta Brown Holland
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 8, 2014
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Augusta Brown Holland
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AGREEMENT AMONG REPORTING PERSONS
The undersigned hereby agree as follows:
1. Each of them is
individually eligible to use the Schedule 13G, as amended, to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is
inaccurate.
Date: March 28, 2017
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/s/ Christina Lee Brown
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 6, 2014
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Christina Lee Brown
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/s/ Owsley Brown III
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 9, 2014
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Owsley Brown III
|
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|
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/s/ Brooke Brown Barzun
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 9, 2014
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Brooke Brown Barzun
|
|
|
|
|
/s/ Augusta Brown Holland
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|
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by Michael E. Carr, Jr. pursuant to Power of Attorney dated May 8, 2014
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Augusta Brown Holland
|
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POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Michael E. Carr, Kelly A. Bowen, Laura H. Pulliam, and Tennia Y. Hill, signing singly, the
undersigneds true and lawful
attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Act) and
the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule 13D or 13G (including
amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the
attorney-in-fact
deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the
attorney-in-fact,
may be of
benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the
attorney-in-fact
on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
attorney-in-fact
may approve in the
attorney-in-facts
discretion.
|
The undersigned hereby grants
to each such
attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact,
or the
attorney-in-facts
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the
Corporation) assuming, (i) any of the undersigneds responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such
requirements. This Power of Attorney does not relieve the undersigned from the undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d)
or 13(g) thereunder. The undersigned agrees that each such
attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the
undersigned to the
attorney-in-fact.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the Corporation, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6
th
day
of May, 2014.
|
/s/ Christina Lee Brown
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Signature
|
|
Christina Lee Brown
|
Print Name
|
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Michael E. Carr, Kelly A. Bowen, Laura H. Pulliam, and Tennia Y. Hill, signing singly, the
undersigneds true and lawful
attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Act) and
the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule 13D or 13G (including
amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the
attorney-in-fact
deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the
attorney-in-fact,
may be of
benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the
attorney-in-fact
on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
attorney-in-fact
may approve in the
attorney-in-facts
discretion.
|
The undersigned hereby grants
to each such
attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact,
or the
attorney-in-facts
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the
Corporation) assuming, (i) any of the undersigneds responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such
requirements. This Power of Attorney does not relieve the undersigned from the undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d)
or 13(g) thereunder. The undersigned agrees that each such
attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the
undersigned to the
attorney-in-fact.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the Corporation, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9
th
day
of May, 2014.
|
/s/ Owsley Brown III
|
Signature
|
|
Owsley Brown III
|
Print Name
|
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Michael E. Carr, Kelly A. Bowen, Laura H. Pulliam, and Tennia Y. Hill, signing singly, the
undersigneds true and lawful
attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Act) and
the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule 13D or 13G (including
amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the
attorney-in-fact
deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the
attorney-in-fact,
may be of
benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the
attorney-in-fact
on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
attorney-in-fact
may approve in the
attorney-in-facts
discretion.
|
The undersigned hereby grants
to each such
attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact,
or the
attorney-in-facts
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the
Corporation) assuming, (i) any of the undersigneds responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such
requirements. This Power of Attorney does not relieve the undersigned from the undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d)
or 13(g) thereunder. The undersigned agrees that each such
attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the
undersigned to the
attorney-in-fact.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the Corporation, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9
th
day
of May, 2014.
|
/s/ Brooke Brown Barzun
|
Signature
|
|
Brooke Brown Barzun
|
Print Name
|
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Michael E. Carr, Kelly A. Bowen, Laura H. Pulliam, and Tennia Y. Hill, signing singly, the
undersigneds true and lawful
attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Act) and
the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule 13D or 13G (including
amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the
attorney-in-fact
deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the
attorney-in-fact,
may be of
benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the
attorney-in-fact
on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the
attorney-in-fact
may approve in the
attorney-in-facts
discretion.
|
The undersigned hereby grants
to each such
attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact,
or the
attorney-in-facts
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact,
and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the
Corporation) assuming, (i) any of the undersigneds responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such
requirements. This Power of Attorney does not relieve the undersigned from the undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d)
or 13(g) thereunder. The undersigned agrees that each such
attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the
undersigned to the
attorney-in-fact.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the Corporation, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8
th
day
of May, 2014.
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/s/ Augusta Brown Holland
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Signature
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Augusta Brown Holland
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Print Name
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