Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
04/30/2012
(Street)


LOUISVILLE, KY 40210		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common 12/10/2011   G 1,800 D $ 0 16,054 D  
Class A Common             548,926 I By Brown Ventures LLC
Class A Common             28,000 I By MAE LLC
Class A Common             231,933 I By GRAT
Class A Common             32,081 I By JMB Irrev Trust
Class A Common 12/10/2011   G 300 A $ 0 2,884.692 I By children
Class A Common 12/14/2011   P4 179 A $ 76 3,063.692 I By Children
Class A Common             30,172 I By Spouse
Class B Common             45,010 D  
Class B Common             137,231 I By Brown Ventures LLC
Class B Common             3,762.18 (1) I BF 401(k) Plan
Class B Common             393 I By Children
Class B Common             7,543 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 35.83           05/01/2007 04/30/2014 Class B Common
1,375
  1,375
D
 
Stock Appreciation Right $ 45.53           05/01/2008 04/30/2015 Class B Common
1,189
  1,189
D
 
Stock Appreciation Right $ 55.69           05/01/2009 04/30/2016 Class B Common
2,564
  2,564
D
 
Stock Appreciation Right $ 53.8           05/01/2010 04/30/2017 Class B Common
2,936
  2,936
D
 
Stock Appreciation Right $ 56.58           05/01/2011 04/30/2018 Class B Common
2,696
  2,696
D
 
Restricted Stock Unit               (3)   (3) Class B Common
817
  817
D
 
Restricted Stock Unit               (4)   (4) Class B Common
575
  575
D
 
Restricted Stock Unit               (5)   (5) Class B Common
488
  488
D
 

Reporting Owners

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

Signatures

Laura H. Pulliam, Atty. in Fact for J. McCauley Brown 06/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of April 30, 2012.
(2) Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common Stock.
(3) The Restricted Stock Units were granted July 23, 2009, and vest April 30, 2013.
(4) The Restricted Stock Units were granted July 22, 2010, and vest April 30, 2014.
(5) The Restricted Stock Units were granted July 28, 2011, and vest April 30, 2015.

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