Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 12-01-2017 , and ending 11-30-2018
Name of foundation
THE OWSLEY BROWN III
PHILANTHROPIC FOUNDATION INC
Number and street (or P.O. box number if mail is not delivered to street address)333 EAST MAIN STREET NO 401
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY40202
A Employer identification number

27-4432014
B Telephone number (see instructions)

(502) 805-7203
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$23,402,364J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 826,690
2 Check bullet.............
3 Interest on savings and temporary cash investments 35 35  
4 Dividends and interest from securities... 763,713 763,713  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 58
b Gross sales price for all assets on line 6a 66
7 Capital gain net income (from Part IV, line 2)... 58
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 1,590,496 763,806  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 4,200 2,100   2,100
c Other professional fees (attach schedule).... Click to see attachment 24,536 4,907   19,629
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 22,173 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 61 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 50,970 7,007   21,729
25 Contributions, gifts, grants paid....... 1,031,148 1,031,148
26 Total expenses and disbursements. Add lines 24 and 25 1,082,118 7,007   1,052,877
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 508,378
b Net investment income (if negative, enter -0-) 756,799
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2019)
Form 990-PF (2019)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 15,259 891,558 891,558
2 Savings and temporary cash investments......... 463,633 10,720 10,720
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 9,949,651 Click to see attachment9,949,643 22,415,086
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 0 Click to see attachment85,000 85,000
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 10,428,543 10,936,921 23,402,364
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 10,428,543 10,936,921
29 Total net assets or fund balances (see instructions)..... 10,428,543 10,936,921
30 Total liabilities and net assets/fund balances (see instructions). 10,428,543 10,936,921
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
10,428,543
2
Enter amount from Part I, line 27a .....................
2
508,378
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
10,936,921
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
10,936,921
Form 990-PF (2019)
Form 990-PF (2019)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES (LONG-TERM)      
b
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 66   8 58
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       58
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 58
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2018 483,693 19,050,162 0.025390
2017 631,920 15,074,866 0.041919
2016 1,028,335 19,658,952 0.052309
2015 722,872 19,280,278 0.037493
2014 840,573 15,691,826 0.053568
2
Total of line 1, column (d) .....................
2
0.210679
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.042136
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
23,244,087
5
Multiply line 4 by line 3......................
5
979,413
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
7,568
7
Add lines 5 and 6........................
7
986,981
8
Enter qualifying distributions from Part XII, line 4,.............
8
1,052,877
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2019)
Form 990-PF (2019)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 7,568
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 7,568
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 7,568
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 15,250
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 15,250
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 7,682
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet7,682 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletKY
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. Click to see attachment...............................
    10
    Yes
     
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletAMY GARTNER Telephone no.bullet (502) 805-7203

    Located atbullet333 EAST MAIN STREET SUITE 401LOUISVILLEKY ZIP+4bullet40202
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2019, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16   No
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2019?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2019, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2019?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2019 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2019.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2019?
    4b
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    OWSLEY BROWN III DIRECTOR/PRESIDENT/SECRETA
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    BROOKE BROWN BARZUN DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    AUGUSTA BROWN HOLLAND DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    CHRISTINA LEE BROWN DIRECTOR
    0.50     		0 0 0
    C/O ZELKOVA STRATEGIC PARTNERS LLC
    333 E MAIN STREET SUITE 401
    LOUISVILLE,KY40202
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    23,435,698
    b
    Average of monthly cash balances.......................
    1b
    162,360
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    23,598,058
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    23,598,058
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    353,971
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    23,244,087
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,162,204
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,162,204
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    7,568
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    7,568
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,154,636
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,154,636
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    1,154,636
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    1,052,877
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    1,052,877
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    7,568
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    1,045,309
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2018     		(c)
    2018     		(d)
    2019
    1 Distributable amount for 2019 from Part XI, line 7 1,154,636
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only....... 579,395
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2019:
    a From 2014......  
    b From 2015......  
    c From 2016......  
    d From 2017......  
    e From 2018......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 1,052,877
    a Applied to 2018, but not more than line 2a 579,395
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2019 distributable amount..... 473,482
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2019. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		681,154
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2014 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2015....  
    b Excess from 2016....  
    c Excess from 2017....  
    d Excess from 2018....  
    e Excess from 2019....  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2019, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2019 (b) 2018 (c) 2017 (d) 2016
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    18 REASONS
    3150 18TH STREET 316
    SAN FRANCISCO,CA94110     		NONE PC GENERAL OPERATING SUPPORT 2,500
    BOOKER T WASHINGTON COMMUNITY SERVICE CENTER
    800 PRESIDIO AVE
    SAN FRANCISCO,CA94115     		NONE PC GENERAL OPERATING SUPPORT 10,000
    BOTANICA INC
    PO BOX 5056
    LOUISVILLE,KY40255     		NONE PC GENERAL OPERATING SUPPORT 10,000
    BRIDGE KIDS INTERNATIONAL
    501 W KENWOOD DRIVE
    LOUISVILLE,KY40214     		NONE PC GENERAL OPERATING SUPPORT 5,000
    BUDDHIST ART AND FILM FESTIVAL
    903 CYPRESS DRIVE
    BOULDER,CO80303     		NONE PC GENERAL OPERATING SUPPORT 1,000
    CANYON CINEMA FOUNDATION
    1777 YOSEMITE AVE SUITE 210
    SAN FRANCISCO,CA94124     		NONE PC GENERAL OPERATING SUPPORT 25,000
    COMMITTEE ON POETRY
    PO BOX 582 STUYVERSANT STATION
    NEW YORK,NY10009     		NONE PC GENERAL OPERATING SUPPORT 2,500
    COMMUNITY CONNECTIONS GROUP INC
    6606 FERNBUSH DRIVE
    LOUISVILLE,KY40228     		NONE PC COMMUNITY BREAKFAST EXPENSES 1,229
    COMMUNITY CONNECTIONS GROUP INC
    6606 FERNBUSH DRIVE
    LOUISVILLE,KY40228     		NONE PC COMMUNITY BREAKFAST EXPENSES 1,250
    COMMUNITY INITIATIVES
    354 PINE STREET SUITE 700
    SAN FRANCISCO,CA94104     		NONE PC COMMUNITY BREAKFAST EXPENSES 25,000
    COMPASS FAMILY SERVICES
    49 POWELL STREET 3RD FLOOR
    SAN FRANCISCO,CA94102     		NONE PC GENERAL OPERATING SUPPORT 30,000
    DHARMATA FOUNDATION
    235 WASHINGTON AVE
    RICHMOND,CA94801     		NONE PC GENERAL OPERATING SUPPORT 10,000
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC GENERAL OPERATING SUPPORT 9,220
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC GENERAL OPERATING SUPPORT 25,000
    EPISCOPAL DIOCESE OF CALIFORNIA
    1055 TAYLOR STREET
    SAN FRANCISCO,CA94108     		NONE PC GENERAL OPERATING SUPPORT 4,000
    EPISCOPAL DIOCESE OF CALIFORNIA
    1055 TAYLOR STREET
    SAN FRANCISCO,CA94108     		NONE PC GENERAL OPERATING SUPPORT 5,000
    EVERYTOWN FOR GUN SAFETY SUPPORT FUND
    PO BOX 3886
    NEW YORK,NY10017     		NONE PC GENERAL OPERATING SUPPORT 3,000
    FONS VITAE OF KENTUCKY INC
    49 MOCKINGBIRD VALLEY DRIVE
    LOUISVILLE,KY40207     		NONE PC GENERAL OPERATING SUPPORT 5,370
    FOUR WINDS INC
    PO BOX 140
    DEER HARBOR,WA98243     		NONE PC GENERAL OPERATING SUPPORT 3,000
    FUND FOR THE ARTS INC
    623 W MAIN STREET
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 16,667
    GRABHORN INSTITUTE
    1802 HAYS ST
    SAN FRANCISCO,CA94129     		NONE PC GENERAL OPERATING SUPPORT 2,500
    HEYDAY BOOKS
    PO BOX 9145
    BERKELEY,CA94709     		NONE PC GENERAL OPERATING SUPPORT 200
    HUMAN NEEDS PROJECT
    36 PROFESSIONAL CENTRE PARKWAY
    SAN RAFAEL,CA94903     		NONE PC GENERAL OPERATING SUPPORT 15,000
    INWARD BOUND MINDFULNESS EDUCATION INC
    PO BOX 516
    CONCORD,MA01742     		NONE PC GENERAL OPERATING SUPPORT 5,000
    KANGYUR RINPOCHE FOUNDATION
    145 S ARMIJO LANE
    SANTA FE,NM87501     		NONE PC GENERAL OPERATING SUPPORT 10,000
    KATHERINE DELMAR BURKE SCHOOL
    7070 CALIFORNIA STREET
    SAN FRANCISCO,CA94121     		NONE PC GENERAL OPERATING SUPPORT 10,000
    KATHERINE DELMAR BURKE SCHOOL
    7070 CALIFORNIA STREET
    SAN FRANCISCO,CA94121     		NONE PC GENERAL OPERATING SUPPORT 10,000
    KATHERINE DELMAR BURKE SCHOOL
    7070 CALIFORNIA STREET
    SAN FRANCISCO,CA94121     		NONE PC GENERAL OPERATING SUPPORT 10,000
    KENTUCKIANS FOR THE COMMONWEALTH
    PO BOX 1450
    LONDON,KY40743     		NONE PC GENERAL OPERATING SUPPORT 10,000
    KENTUCKY PUBLIC RADIO INC DBA LOUISVILLE PUBLIC MEDIA
    619 S FOURTH STREET
    LOUISVILLE,KY40202     		NONE PC GENERAL OPERATING SUPPORT 5,000
    LATINO VICTORY FOUNDATION
    1201 CONNECTICUT AVE NW STE 300
    WASHINGTON,DC20036     		NONE PC GENERAL OPERATING SUPPORT 15,000
    LITERARY CLASSICS OF THE UNITED STATES INC
    14 EAST 60TH STREET
    NEW YORK,NY10022     		NONE PC GENERAL OPERATING SUPPORT 18,750
    LOTUS TREASURE
    1790 30TH STREET SUITE 280
    BOULDER,CO80301     		NONE PC GENERAL OPERATING SUPPORT 5,000
    LOTUS TREASURE
    1790 30TH STREET SUITE 280
    BOULDER,CO80301     		NONE PC GENERAL OPERATING SUPPORT 1,000
    LOUISVILLE FREE PUBLIC LIBRARY FOUNDATION INC
    301 YORK STREET
    LOUISVILLE,KY40203     		NONE PC GENERAL OPERATING SUPPORT 25,000
    LOUISVILLE URBAN LEAGUE
    1535 WEST BROADWAY
    LOUISVILLE,KY40203     		NONE PC GENERAL OPERATING SUPPORT 3,000
    LOUISVILLE URBAN LEAGUE
    1535 WEST BROADWAY
    LOUISVILLE,KY40203     		NONE PC GENERAL OPERATING SUPPORT 3,250
    MAIDEN VOYAGE PRODUCTIONS INC
    2314 HIGGINS ROAD
    HALFMOONBAY,CA94019     		NONE PC GENERAL OPERATING SUPPORT 25,750
    MAIDEN VOYAGE PRODUCTIONS INC
    2314 HIGGINS ROAD
    HALFMOONBAY,CA94019     		NONE PC GENERAL OPERATING SUPPORT 25,750
    MANGALA SHRI BHUTI
    PO BOX 128
    CRESTONE,CO81131     		NONE PC GENERAL OPERATING SUPPORT 25,000
    MANGALA SHRI BHUTI
    PO BOX 128
    CRESTONE,CO81131     		NONE PC GENERAL OPERATING SUPPORT 25,000
    MANGALA SHRI BHUTI
    PO BOX 128
    CRESTONE,CO81131     		NONE PC GENERAL OPERATING SUPPORT 10,000
    MARIN ACADEMY
    1600 MISSION AVENUE
    SAN RAFAEL,CA94901     		NONE PC GENERAL OPERATING SUPPORT 10,000
    MARIN ACADEMY
    1600 MISSION AVENUE
    SAN RAFAEL,CA94901     		NONE PC GENERAL OPERATING SUPPORT 10,000
    MEDIA MATTERS FOR AMERICA
    455 MASSACHUSETTS AVE NW - SUITE
    600
    WASHINGTON,DC20001     		NONE PC GENERAL OPERATING SUPPORT 15,000
    MIND AND LIFE INSTITUTE
    210 RIDGE MCINTIRE ROAD STE 325
    CHARLOTTESVILLE,VA22903     		NONE PC GENERAL OPERATING SUPPORT 15,000
    MUSIC HEALS INTERNATIONAL
    PO BOX 2593
    MILL VALLEY,CA94942     		NONE PC GENERAL OPERATING SUPPORT 10,000
    NATIONAL JUG BAND JUBILEE INC
    PO BOX 2944
    LOUISVILLE,KY40201     		NONE PC GENERAL OPERATING SUPPORT 1,000
    NATIONAL JUG BAND JUBILEE INC
    PO BOX 2944
    LOUISVILLE,KY40201     		NONE PC GENERAL OPERATING SUPPORT 1,000
    PACHAMAMA ALLIANCE
    PO BOX 29191
    SAN FRANCISCO,CA94129     		NONE PC GENERAL OPERATING SUPPORT 20,000
    PASSIONIST EARTH & SPIRIT CENTER INC
    1924 NEWBURG ROAD
    LOUISVILLE,KY40205     		NONE PC GENERAL OPERATING SUPPORT 15,000
    PLAYGROUP
    C/OVALLEJOINVESTMENTS - ONE
    EMBARCADERO CENTER
    SAN FRANCISCO,CA94111     		NONE PC GENERAL OPERATING SUPPORT 5,000
    PUNDARIKA FOUNDATION
    PO BOX 57
    CRESTONE,CO81131     		NONE PC GENERAL OPERATING SUPPORT 3,200
    RAICES
    5121 CRESTWAY DRIVE STE 105
    SAN ANTONIO,TX78239     		NONE PC GENERAL OPERATING SUPPORT 15,000
    RIVER CITY DRUM CORP CULTURAL ARTS INSTITUTE INC
    3308 CHAUNCEY AVENUE
    LOUISVILLE,KY40211     		NONE PC GENERAL OPERATING SUPPORT 10,000
    SAHALOKA MONASTIC COMMUNITY
    PO BOX 1090
    CRESTONE,CO81131     		NONE PC GENERAL OPERATING SUPPORT 2,000
    SAN FRANCISCO FILM SOCIETY
    39 MESA STREET STE 110
    SAN FRANCISCO,CA94129     		NONE PC GENERAL OPERATING SUPPORT 1,000
    SCHOOLS OF THE SACRED HEART - SAN FRANCISCO
    2222 BROADWAY STREET
    SAN FRANCISCO,CA94115     		NONE PC GENERAL OPERATING SUPPORT 10,000
    SCHOOLS OF THE SACRED HEART - SAN FRANCISCO
    2222 BROADWAY STREET
    SAN FRANCISCO,CA94115     		NONE PC GENERAL OPERATING SUPPORT 10,000
    SOMARTS
    934 BRANNAN STREET
    SAN FRANCISCO,CA94103     		NONE PC GENERAL OPERATING SUPPORT 5,272
    SPEED ART MUSEUM
    2035 SOUTH THIRD STREET
    LOUISVILLE,KY40208     		NONE PC GENERAL OPERATING SUPPORT 5,000
    SPEED ART MUSEUM
    2035 SOUTH THIRD STREET
    LOUISVILLE,KY40208     		NONE PC GENERAL OPERATING SUPPORT 6,000
    SPEED ART MUSEUM
    2035 SOUTH THIRD STREET
    LOUISVILLE,KY40208     		NONE PC GENERAL OPERATING SUPPORT 111,111
    TEN STRANDS
    PO BOX 150869
    SAN RAFAEL,CA94915     		NONE PC GENERAL OPERATING SUPPORT 10,000
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC GENERAL OPERATING SUPPORT 100,000
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC GENERAL OPERATING SUPPORT 100,000
    UC REGENTS - UNIVERSITY OF CALIFORNIA BERKELEY
    101 GIANNINI HALL 3100
    BERKELEY,CA94720     		NONE PC GENERAL OPERATING SUPPORT 13,230
    UNIVERSITY OF VIRGINIA
    PO BOX 400331
    CHARLOTTESVILLE,VA22904     		NONE PC GENERAL OPERATING SUPPORT 25,000
    UNIVERSITY OF VIRGINIA
    PO BOX 400331
    CHARLOTTESVILLE,VA22904     		NONE PC GENERAL OPERATING SUPPORT 2,399
    UNIVERSITY OF VIRGINIA
    PO BOX 400331
    CHARLOTTESVILLE,VA22904     		NONE PC GENERAL OPERATING SUPPORT 25,000
    USC SCHOOL OF DRAMATIC ARTS
    3716 S HOPE STREET SUITE 107
    LOS ANGELES,CA90089     		NONE PC GENERAL OPERATING SUPPORT 20,000
    Total .................................bullet 3a 1,031,148
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 35  
    4 Dividends and interest from securities....     14 763,713  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 58  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 763,806 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    763,806
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2019)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2019
    Name of the organization
    THE OWSLEY BROWN III
    PHILANTHROPIC FOUNDATION INC
    Employer identification number

    27-4432014
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
    or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2
    Name of organization
    THE OWSLEY BROWN III
    PHILANTHROPIC FOUNDATION INC         		Employer identification number
    27-4432014
    Part I
    Contributors
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    SARA SHALLENBERGER BROWN CHARITABLE LEAD ANNUITY TRUST
     
    C/O PNC WEALTH MANAGEMENT 101 S FIF
     
    LOUISVILLE, KY40202

    		$ 826,690


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Page 3
    Name of organization
    THE OWSLEY BROWN III
    PHILANTHROPIC FOUNDATION INC         		Employer identification number

    27-4432014
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)
    Page 4
    Name of organization
    THE OWSLEY BROWN III
    PHILANTHROPIC FOUNDATION INC         		Employer identification number

    27-4432014
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2017 AccountingFeesSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX PREPARATION AND ACCOUNTING FEES 4,200 2,100   2,100

    TY 2017 InvestmentsCorpStockSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Name of Stock End of Year Book Value End of Year Fair Market Value
    BROWN-FORMAN CORP CL A (BFA) 4,622 253,834
    BROWN-FORMAN CORP CL B (BFB) 9,945,021 22,161,252

    TY 2017 InvestmentsOtherSchedule2
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    FIDELITY GOVERNMENT CASH RESERVES FUND (FDRXX) AT COST 85,000 85,000

    TY 2017 OtherExpensesSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LICENSES AND PERMITS 15 0   0
    BANK FEES 46 0   0


    TY 2017 OtherProfessionalFeesSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER PROFESSIONAL FEES 24,536 4,907   19,629


    TY 2017 SubstantialContributorsSch
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Name Address
    OWSLEY BROWN II COCKAYNE FUND INC
          		C/O ZSP LLC 333 EAST MAIN STREET
    SUITE 401
    LOUISVILLE,KY40202
    ESTATE OF MARTIN SHALLENBERGER
          		C/O PNC WEALTH MANAGEMENT 101 S
    FIFTH STREET
    LOUISVILLE,KY40202
    SARA SHALLENBERGER BROWN CHARITABLE LEAD ANNUITY TRUST
          		C/O PNC WEALTH MANAGEMENT 101 S
    FIFTH STREET
    LOUISVILLE,KY40202
    SARA S BROWN DECEASED ASHBOURNE
    HARRODS CREEK,KY40027


    TY 2017 TaxesSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PRIOR YEAR EXCISE TAX PAYMENT 6,923 0   0
    CURRENT YEAR ESTIMATED EXCISE TAX PAYMENTS 15,250 0   0