Ownership Submission
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

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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(Print or Type Responses)
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 (Month/Day/Year)
01/15/2012
(Street)

LOUISVILLE, KY 40210
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(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 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 12/26/2012   G V 160,889 D $ 0 8,027 (1) (2) D  
Class A Common               907,663 I By Brown Ventures, LLC
Class A Common 12/26/2012   G V 134,898 A $ 0 176,898 I By MAE LLC
Class A Common               148,439 (2) I By GRAT
Class A Common 12/26/2012   G V 54,625 A $ 0 102,746 I By JMB Irrev Trust
Class A Common 01/15/2013   P   4,500 A $ 63.79 107,246 I By JMB Irrev Trust
Class A Common 01/15/2013   P   1,000 A $ 63.89 1,000 I By Crummey Trust
Class A Common 01/15/2013   P   3,925 A $ 63.79 3,925 I By Spray Trust
Class A Common               4,600 (1) I By children
Class A Common 12/26/2012   G V 25,991 A $ 0 71,249 I By Spouse
Class A Common 12/26/2012   G V 71,249 D $ 0 0 I By Spouse
Class A Common 12/26/2012   G V 71,249 A $ 0 71,249 I Spouse GRAT
Class A Common 01/15/2013   P   6,125 A $ 63.78 6,125 I By Spouse Irrev Trust
Class B Common               67,515 D  
Class B Common               124,519 I By Brown Ventures, LLC
Class B Common               6,070.7 (3) I BF 401(k) Plan
Class B Common               589 I By Children
Class B Common               11,314 I By Spouse

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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 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 (4)               (5)   (5) Class B Common 1,303 (9)   1,303 (9) D  
Restricted Stock Uniit (4)               (6)   (6) Class B Common 917 (9)   917 (9) D  
Restricted Stock Unit (4)               (7)   (7) Class B Common 778 (9)   778 (9) D  
Restricted Stock Unit (4)               (8)   (8) Class B Common 254 (9)   254 (9) D  

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   01/17/2013
**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) This number has been adjusted to correct an error in calculating the number of shares held by the reporting person following previously reported transactions.
(2) Adjusted to reflect shares transferred between reporting person's direct holdings and GRATS of which the reporting person is trustee and sole annuitant.
(3) Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of January16, 2013.
(4) Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common stock.
(5) The Restricted Stock Units were granted July 23, 2009, and vest April 30, 2013.
(6) The Restricted Stock Units were granted on July 22, 2010, and vest April 30, 2014.
(7) The Restricted Stock Units were granted on July 28, 2011, and vest April 30, 2015.
(8) The Restricted Stock Units were granted on July 26, 2012, and vest April 30, 2016.
(9) All outstanding derivative security amounts and exercise prices were adjusted on December 27, 2012, the record date for the Issuer's December 12, 2012 special cash dividend.

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