| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 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) | |
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3. Date of Earliest Transaction (Month/Day/Year)
10/14/2009 |
4. If Amendment, Date of 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 |
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| 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 |
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Class A Common
| | | | | | | |
515,514
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D
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Class A Common
| | | | | | | |
5,533,295
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I
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Avish Agincourt, LLC
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Class B Common
| 10/14/2009 | | G | V |
14,000
| D | $
0
|
14,133
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D
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Class B Common
| | | | | | | |
5,147,690
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I
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Avish Agincourt, LLC
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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 |
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Non-Qualified Stock Option (right to buy)
| $
30.62
| | | | | | | 05/01/2003 | 04/30/2013 |
Class B Common
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3,867
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3,867
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D
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Non-Qualified Stock Option (right to buy)
| $
36.35
| | | | | | | 07/22/2004 | 04/30/2014 |
Class B Common
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3,009
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3,009
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D
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Stock Appreciation Right
| $
46.19
| | | | | | | 07/28/2005 | 04/30/2015 |
Class B Common
|
6,498
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6,498
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D
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| Explanation of Responses: |
| Diane Barhorst, Attn In Fact for: Owsley Brown Frazier | 10/15/2009 |
| ** 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 Number. |
EX-24
The undersigned does hereby constitute and appoint each of Nelea A. Absher,
Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the
undersigned's 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-
fact's 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-fact's 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 undersigned's 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 undersigned's 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 undersigned's 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 17th day of May, 2007.
/s/ Owsley Brown Frazier
OWSLEY BROWN FRAZIER