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 *
Hamel Matthew E
 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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Gen Counsel and Secretary
(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             684 D  
Class B Common             1,988.571 (1) I 401(k)
Class B Common 01/06/2012   P 36.927 A $ 81.19 62.925 (2) I ESPP
Class B Common 04/05/2012   P 35.5 A $ 84.44 135.396 (3) I ESPP

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
Stock Appreciation Right $ 53.62           05/01/2010 04/30/2017 Class B Common
9,511
  9,511
D
 
Stock Appreciation Right $ 56.58           05/01/2011 04/30/2018 Class B Common
9,190
  9,190
D
 
Stock Appreciation Right $ 43.1           05/01/2012 04/30/2019 Class B Common
18,822
  18,822
D
 
Stock Appreciation Right $ 61.24           05/01/2013 04/30/2020 Class B Common
15,797
  15,797
D
 
Stock Appreciation Right $ 73.95           05/01/2014 04/30/2021 Class B Common
15,022
  15,022
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hamel Matthew E
850 DIXIE HIGHWAY
LOUISVILLE, KY 40210		       EVP, Gen Counsel and Secretary  

Signatures

Diane M. Barhorst, Atty in Fact for Matthew E. Hamel 05/29/2012
**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 May 22, 2012.
(2) Includes shares acquired through the Brown-Forman Corporation Employee Stock Purchase Program as of close of business on January 6, 2012.
(3) Includes shares acquired through the Brown-Forman Corporation Employee Stock Purchase Program as of close of business on April 5, 2012.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.