Edgar Filing: Brown J McCauley

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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3235-0287

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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)
10/01/2008

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	10/01/2008		P		1,200	A	$ 71.18	44,200 ⁽¹⁾	I	By Brown FLIP
Class A Common	10/01/2008		P		1,100	A	$ 72.44	45,300	I	By Brown FLIP
Class A Common	10/01/2008		P		1,000	A	$ 71.19	46,300	I	By Brown FLIP
Class A Common	10/01/2008		P		200	A	$ 71.5	46,500	I	By Brown FLIP
Class A Common	10/01/2008		P		200	A	$ 72.46	46,700	I	By Brown FLIP
Class A Common	10/01/2008		P		200	A	$ 72.47	46,900	I	By Brown FLIP
Class A Common	10/01/2008		P		100	A	$ 72.45	47,000	I	By Brown FLIP
Class A Common	12/15/2008		G⁽²⁾	V	28,000	D	$ 0	185,618 ⁽³⁾	D
Class A Common	12/15/2008		G⁽²⁾	V	28,000	A	$ 0	28,000	I	By MAE LLC
Class A Common	12/15/2008		G	V	0 ⁽⁴⁾	D	$ 0	501,926 ⁽⁵⁾	I	By Brown Ventures, LLC
Class A Common								100,000	I	By GRAT
Class A Common								1,579 ⁽⁶⁾	I	By children
Class A Common								30,172	I	By Spouse
Class B Common								120,010 ⁽⁷⁾	D
Class B Common								3,500 ⁽⁸⁾	I	BF 401(k) Plan
Class B Common								125,481 ⁽⁹⁾	I	By Brown Ventures, LLC
Class B Common								11,750 ⁽⁹⁾	I	By Brown FLIP
Class B Common								393 ⁽⁹⁾	I	By Children
Class B Common								7,543 ⁽⁹⁾	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 1474 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 36.35

05/01/2007

04/30/2014

Class B Common

1,355 ⁽¹⁰⁾

1,355

Stock Appreciation Right

$ 46.19

05/01/2008

04/30/2015

Class B Common

1,172 ⁽¹¹⁾

1,172

Stock Appreciation Right

$ 56.5

05/01/2009

04/30/2016

Class B Common

2,527 ⁽¹²⁾

2,527

Stock Appreciation Right

$ 54.58

05/01/2010

04/30/2017

Class B Common

2,894 ⁽¹³⁾

2,894

Stock Appreciation Right

$ 57.4

05/01/2011

04/30/2018

Class B Common

2,657 ⁽¹⁴⁾

2,657

Reporting Owners

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

Signatures

Holli Lewis, Atty. in Fact for J. McCauley Brown		02/18/2009
^**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)	The reporting person has elected to begin reporting all shares held by Brown FLIP but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	On December 15, 2008, the reporting person transferred these shares to MAE LLC, a limited liability company of which the reporting person and his wife were then the sole members. On December 30, 2008, the reporting person and his wife gave certain non-voting units of MAE LLC to trusts controlled by and for the benefit of the reporting person and his wife. The reporting person reports all of the shares held by MAE LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	Excludes 100,000 shares previously reported as directly-held which were contributed to a grantor retained annuity trust on December 30, 2008.
(4)	Represents separate gifts of Brown Ventures, LLC limited liability company units to four individuals and to MAE LLC.
(5)	The reporting person has elected to begin reporting all shares held by Brown Ventures, LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6)	The reporting person no longer has a reportable beneficial interest in 1,832.503 shares owned by his child and included in the reporting person's prior ownership reports.
(7)	In October 2008, Brown-Forman Corporation completed a stock distribution of one share of Class B common stock for every four shares of either Class A or Class B common stock held. This total has been adjusted to reflect 86,725 Class B shares received through the distribution.
(8)	Shares held in 401(k) as of February 17, 2009.
(9)	These shares were received in the October 2008 stock distribution.
(10)	These options were previously reported as covering 1084 shares at an exercise price $45.44 per share, but were adjusted to reflect the October 2008 stock distribution.
(11)	These stock appreciation rights were previously reported as covering 937 shares at an exercise price of $57.74 per share, but were adjusted to reflect the October 2008 stock distribution.
(12)	These stock appreciation rights were previously reported as covering 2,021 shares at an exercise price of $70.63 per share, but were adjusted to reflect the October 2008 stock distribution.
(13)	These stock appreciation rights were previously reported as covering 2,315 shares at an exercise price of $68.22 per share, but were adjusted to reflect the October 2008 stock distribution.
(14)	These stock appreciation rights were previously reported as covering 2,125 shares at an exercise price of $71.75 per share, but were adjusted to reflect the October 2008 stock distribution.

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