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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 12-01-2021 , and ending 11-30-2022
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 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) 805-7200
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$66,518,627J 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) 1,668,270
2 Check bullet.............
3 Interest on savings and temporary cash investments 304 304  
4 Dividends and interest from securities... 1,606,312 1,606,312  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 100,388
b Gross sales price for all assets on line 6a 154,025
7 Capital gain net income (from Part IV, line 2)... 100,388
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........ 3,375,274 1,707,004  
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 8,004 4,002   4,002
c Other professional fees (attach schedule).... Click to see attachment 37,663 8,104   29,559
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 25,200 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications.......... 2,258 0   2,258
23 Other expenses (attach schedule)....... Click to see attachment 2,868 0   2,820
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 75,993 12,106   38,639
25 Contributions, gifts, grants paid....... 3,288,515 3,288,515
26 Total expenses and disbursements. Add lines 24 and 25 3,364,508 12,106   3,327,154
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 10,766
b Net investment income (if negative, enter -0-) 1,694,898
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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............. 41,328 113,722 113,722
2 Savings and temporary cash investments......... 141,825 2,830 2,830
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)....... 10,067,864 Click to see attachment10,014,227 66,289,512
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).......... 831 Click to see attachment131,835 112,563
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) 10,251,848 10,262,614 66,518,627
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 10,251,848 10,262,614
29 Total net assets or fund balances (see instructions)..... 10,251,848 10,262,614
30 Total liabilities and net assets/fund balances (see instructions). 10,251,848 10,262,614
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
10,251,848
2
Enter amount from Part I, line 27a .....................
2
10,766
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
10,262,614
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
10,262,614
Form 990-PF (2021)
Form 990-PF (2021)
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      
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 154,025   53,637 100,388
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       100,388
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 2 100,388
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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 23,559
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 23,559
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 26,079
b Exempt foreign organizations—tax withheld at source...... 6b 0
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 26,079
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 2,520
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet2,520 RefundedBullet 11 0
Part VI-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 the instructions
for the 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 XIV..................................
    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 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-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 ofbulletZELKOVA STRATEGIC PARTNERS LLC Telephone no.bullet (502) 805-7200

    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 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
    Yes
     
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
    Yes
     
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    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
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    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 (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    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 VIII-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 VIII-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 (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    63,026,477
    b
    Average of monthly cash balances.......................
    1b
    1,927,118
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    64,953,595
    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
    64,953,595
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    974,304
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    63,979,291
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    3,198,965
    Part X
    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 IX, line 6..................
    1
    3,198,965
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    23,559
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    23,559
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,175,406
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,175,406
    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 XII, line 1 ...
    7
    3,175,406
    Part XI
    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
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    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 XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 3,175,406
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 3,288,515
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018......  
    d From 2019......  
    e From 2020......  
    f Total of lines 3a through e ........ 0
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 3,327,154
    a Applied to 2020, but not more than line 2a 3,288,515
    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 2021 distributable amount..... 38,639
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		3,136,767
    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 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018....  
    c Excess from 2019....  
    d Excess from 2020....  
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    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 (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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
    3674 18TH STREET
    SAN FRANCISCO,CA94110     		NONE PC PROGRAM SUPPORT 5,000
    84000 TRANSLATION
    43456 ELLSWORTH STREET 3332
    FREMONT,CA94539     		NONE PC PROGRAM SUPPORT 20,000
    ALYANS ATIZAY AYISYN INC
    225 NE 59TH STREET
    MIAMI,FL33137     		NONE PC PROGRAM SUPPORT 10,000
    ANALOGY SEA FOUNDATION
    PO BOX 11670
    AUSTIN,TX78711     		NONE PC PROGRAM SUPPORT 3,125
    ANALOGY SEA FOUNDATION
    PO BOX 11670
    AUSTIN,TX78711     		NONE PC PROGRAM SUPPORT 3,125
    ANALOGY SEA FOUNDATION
    PO BOX 11670
    AUSTIN,TX78711     		NONE PC PROGRAM SUPPORT 4,160
    BERRY CENTER INC
    111 S MAIN STREET
    NEW CASTLE,KY40050     		NONE PC PROGRAM SUPPORT 20,000
    BETTER ANGELS SOCIETY
    5185 MACARTHUR BLVD SUITE 570
    WASHINGTON,DC20016     		NONE PC PROGRAM SUPPORT 83,334
    BUDDHAYANA FOUNDATION
    204 SPRING STREET
    MARION,MA02738     		NONE PC OPERATING SUPPORT 5,000
    CANYON CINEMA FOUNDATION
    1777 YOSEMITE AVENUE 210
    SAN FRANCISCO,CA94124     		NONE PC PROGRAM SUPPORT 25,000
    CASTRO THEATRE CONSERVANCY
    182 SAN CARLOS AVENUE
    SAUSALITO,CA94965     		NONE PC OPERATING SUPPORT 40,000
    CENTER FOR INTERFAITH RELATIONS INC
    PO BOX 70488
    LOUISVILLE,KY40270     		NONE PC OPERATING SUPPORT 5,000
    CENTER FOR INTERFAITH RELATIONS INC
    PO BOX 70488
    LOUISVILLE,KY40270     		NONE PC OPERATING SUPPORT 98,136
    CENTER FOR INTERFAITH RELATIONS INC
    PO BOX 70488
    LOUISVILLE,KY40270     		NONE PC PROGRAM SUPPORT 14,000
    CENTER FOR INTERFAITH RELATIONS INC
    PO BOX 70488
    LOUISVILLE,KY40270     		NONE PC PROGRAM SUPPORT 9,973
    CHARITIES AID FOUNDATION AMERICA
    225 REINEKERS LANE SUITE 375
    ALEXANDRIA,VA22314     		NONE PC PROGRAM SUPPORT 17,136
    CHARITIES AID FOUNDATION AMERICA
    225 REINEKERS LANE SUITE 375
    ALEXANDRIA,VA22314     		NONE PC PROGRAM SUPPORT 16,500
    CHOKGYUR LINGPA FOUNDATION
    412 GLIMMERGLEN ROAD
    COOPERSTOWN,NY13326     		NONE PC PROGRAM SUPPORT 11,000
    COMMITTEE ON POETRY
    PO BOX 582
    NEW YORK,NY10009     		NONE PC PROGRAM SUPPORT 1,000
    COMMITTEE ON POETRY
    PO BOX 582
    NEW YORK,NY10009     		NONE PC PROGRAM SUPPORT 2,000
    COMPASS FAMILY SERVICES
    37 GROVE STREET
    SAN FRANCISCO,CA94102     		NONE PC OPERATING SUPPORT 30,000
    DAKINI LAND FOUNDATION
    1235 COAST VILLAGE RD SUITE D
    MONTECITO,CA93108     		NONE PC OPERATING SUPPORT 12,000
    DHARMATA FOUNDATION
    235 WASHINGTON AVENUE
    RICHMOND,CA94801     		NONE PC PROGRAM SUPPORT 10,000
    DILGO KHYENTSE FELLOWSHIPSHECHEN
    237 W 35TH STREET SUITE 1101
    NEW YORK,NY10001     		NONE PC PROGRAM SUPPORT 17,500
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC PROGRAM SUPPORT 7,250
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC PROGRAM SUPPORT 1,818
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC OPERATING SUPPORT 20,000
    DREPUNG GOMANG INSTITUTE
    411 N HUBBARDS LANE
    LOUISVILLE,KY40207     		NONE PC PROGRAM SUPPORT 6,000
    EDIBLE SCHOOLYARD PROJECT
    1517 SHATTUCK AVENUE
    BERKELEY,CA94709     		NONE PC PROGRAM SUPPORT 15,000
    EPISCOPAL DIOCESE OF CALIFORNIA
    1055 TAYLOR STREET
    SAN FRANCISCO,CA94108     		NONE PC PROGRAM SUPPORT 10,000
    FILSON HISTORICAL SOCIETY INC
    1310 S THIRD STREET
    LOUISVILLE,KY40208     		NONE PC PROGRAM SUPPORT 50,000
    FONS VITAE OF KENTUCKY INC
    49 MOCKINGBIRD VALLEY DRIVE
    LOUISVILLE,KY40207     		NONE PC PROGRAM SUPPORT 10,000
    FOUNDATION FOR A MINDFUL SOCIETY
    228 PARK AVENUE SOUTH 91043
    NEW YORK,NY10003     		NONE PC OPERATING SUPPORT 25,000
    FOUNDATION FOR APPALACHIAN KENTUCKY INC
    420 MAIN STREET
    HAZARD,KY41701     		NONE PC PROGRAM SUPPORT 1,500
    FRACTURED ATLAS
    PO BOX 55
    HARTSDALE,NY10530     		NONE PC PROGRAM SUPPORT 5,435
    FUND FOR THE ARTS INC
    623 WEST MAIN STREET
    LOUISVILLE,KY40202     		NONE PC PROGRAM SUPPORT 16,667
    FUND FOR THE ARTS INC
    623 WEST MAIN STREET
    LOUISVILLE,KY40202     		NONE PC OPERATING SUPPORT 50,000
    HAITI CULTURAL EXCHANGE
    558 ST JOHNS PLACE
    BROOKLYN,NY11238     		NONE PC PROGRAM SUPPORT 13,333
    HOLISTIC LIFE FOUNDATION
    1014 W 36TH STREET SUITE 403
    BALTIMORE,MD21211     		NONE PC PROGRAM SUPPORT 2,000
    HOLLYWOOD COMPASSION COALITION
    1026 N HIGHLAND AVENUE
    HOLLYWOOD,CA90038     		NONE PC OPERATING SUPPORT 5,000
    HUMAN NEEDS PROJECT
    36 PROFESSIONAL CENTER PARKWAY
    SAN RAFAEL,CA94903     		NONE PC OPERATING SUPPORT 30,000
    INWARD BOUND MINDFULNESS EDUCATION INC
    PO BOX 516
    CONCORD,MA01742     		NONE PC OPERATING SUPPORT 5,000
    INWARD BOUND MINDFULNESS EDUCATION INC
    PO BOX 516
    CONCORD,MA01742     		NONE PC PROGRAM SUPPORT 38,934
    KENTUCKIANS FOR THE COMMONWEALTH
    PO BOX 1450
    LONDON,KY40743     		NONE PC OPERATING SUPPORT 10,000
    KENTUCKY AUTHOR FORUM INC
    PO BOX 5365
    LOUISVILLE,KY40255     		NONE PC OPERATING SUPPORT 16,666
    KENTUCKY CIVIC ENGAGEMENT TABLE INC
    608 DUVALL STREET
    LOUISVILLE,KY40217     		NONE PC PROGRAM SUPPORT 15,000
    KENTUCKY COLLEGE OF ART & DESIGN
    505 WEST ORMSBY AVENUE
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 1,350
    KENTUCKY PUBLIC RADIO INC DBA LOUISVILLE PUBLIC MEDIA
    619 S FOURTH STREET
    LOUISVILLE,KY40202     		NONE PC PROGRAM SUPPORT 10,000
    LA CASA DE LAS MADRES
    1269 HOWARD STREET
    SAN FRANCISCO,CA94103     		NONE PC OPERATING SUPPORT 500
    LEGACIES UNLIMITED
    956 S 6TH STREET
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 10,000
    LOTUS TREASURE
    1790 30TH STREET SUITE 280
    BOULDER,CO80301     		NONE PC PROGRAM SUPPORT 5,000
    LOTUS TREASURE
    1790 30TH STREET SUITE 280
    BOULDER,CO80301     		NONE PC PROGRAM SUPPORT 2,000
    LOUISVILLE FILM SOCIETY
    PO BOX 6088
    LOUISVILLE,KY40206     		NONE PC PROGRAM SUPPORT 21,500
    LOUISVILLE FILM SOCIETY
    PO BOX 6088
    LOUISVILLE,KY40206     		NONE PC PROGRAM SUPPORT 26,875
    LOUISVILLE FILM SOCIETY
    PO BOX 6088
    LOUISVILLE,KY40206     		NONE PC PROGRAM SUPPORT 21,500
    LOUISVILLE FILM SOCIETY
    PO BOX 6088
    LOUISVILLE,KY40206     		NONE PC PROGRAM SUPPORT 26,875
    LOUISVILLE ORCHESTRA
    624 W MAIN STREET SUITE 400
    LOUISVILLE,KY40202     		NONE PC OPERATING SUPPORT 150,000
    LOUISVILLE URBAN LEAGUE
    1535 WEST BROADWAY
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 6,000
    LOUISVILLE URBAN LEAGUE
    1535 WEST BROADWAY
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 9,000
    MAIDEN VOYAGE PRODUCTIONS INC
    2314 HIGGINS CANYON ROAD
    HALF MOON BAY,CA94019     		NONE PC PROGRAM SUPPORT 51,500
    MAIDEN VOYAGE PRODUCTIONS INC
    2314 HIGGINS CANYON ROAD
    HALF MOON BAY,CA94019     		NONE PC PROGRAM SUPPORT 30,900
    MARIN ACADEMY
    1600 MISSION AVENUE
    SAN RAFAEL,CA94901     		NONE PC OPERATING SUPPORT 10,000
    MIDDLE WAY INITIATIVE INC
    2001 MAIN STREET SUITE 401
    WHEELING,WV26003     		NONE PC OPERATING SUPPORT 15,000
    MIND AND LIFE INSTITUTE
    977 SEMINOLE TRAIL PMB 363
    CHARLOTTESVILLE,VA22901     		NONE PC PROGRAM SUPPORT 3,700
    MIND AND LIFE INSTITUTE
    977 SEMINOLE TRAIL PMB 363
    CHARLOTTESVILLE,VA22901     		NONE PC PROGRAM SUPPORT 489
    MIND AND LIFE INSTITUTE
    977 SEMINOLE TRAIL PMB 363
    CHARLOTTESVILLE,VA22901     		NONE PC OPERATING SUPPORT 50,000
    MUHAMMAD ALI CENTER
    144 N 6TH STREET
    LOUISVILLE,KY40202     		NONE PC PROGRAM SUPPORT 10,000
    MULTIPLIER
    548 MARKET STREET PMB 81178
    SAN FRANCISCO,CA94104     		NONE PC PROGRAM SUPPORT 15,000
    MUSEUM OF CONTEMPORARY ART INC
    770 NE 125TH STREET
    NORTH MIAMI,FL33161     		NONE PC PROGRAM SUPPORT 10,000
    MUSIC HEALS INTERNATIONAL
    PO BOX 2593
    MILL VALLEY,CA94942     		NONE PC OPERATING SUPPORT 10,000
    NAROPA UNIVERSITY
    2130 ARAPAHOE AVENUE
    BOULDER,CO80302     		NONE PC PROGRAM SUPPORT 20,000
    NATIONAL NETWORK OF ABORTION FUNDS
    9450 SW GEMINI DRIVE PMB 16009
    BEAVERTON,OR97008     		NONE PC OPERATING SUPPORT 2,500
    NEW CENTURY CHAMBER ORCHESTRA
    22 BATTERY STREET SUITE 500
    SAN FRANCISCO,CA94111     		NONE PC PROGRAM SUPPORT 5,000
    NEW SCHOOL SAN FRANCISCO
    940 FILBERT STREET
    SAN FRANCISCO,CA94133     		NONE PC PROGRAM SUPPORT 2,000
    OMEGA INSTITUTE FOR HOLISTIC STUDIES INC
    150 LAKE DRIVE
    RHINEBECK,NY12572     		NONE PC PROGRAM SUPPORT 20,000
    OMEGA INSTITUTE FOR HOLISTIC STUDIES INC
    150 LAKE DRIVE
    RHINEBECK,NY12572     		NONE PC OPERATING SUPPORT 35,000
    PARKS ALLIANCE OF LOUISVILLE
    PO BOX 5755
    LOUISVILLE,KY40255     		NONE PC PROGRAM SUPPORT 333,333
    PORTLAND MUSEUM INC
    2308 PORTLAND AVENUE
    LOUISVILLE,KY40212     		NONE PC PROGRAM SUPPORT 15,508
    PRESERVATION HALL FOUNDATION INC
    726 SAINT PETER STREET
    NEW ORLEANS,LA70116     		NONE PC OPERATING SUPPORT 5,000
    PRROWESS INC
    1459 18TH STREET 269
    SAN FRANCISCO,CA94107     		NONE PC OPERATING SUPPORT 7,351
    PRROWESS INC
    1459 18TH STREET 269
    SAN FRANCISCO,CA94107     		NONE PC OPERATING SUPPORT 4,000
    PUNDARIKA FOUNDATION
    PO BOX 57
    CRESTONE,CO81131     		NONE PC PROGRAM SUPPORT 20,000
    PUNDARIKA FOUNDATION
    PO BOX 57
    CRESTONE,CO81131     		NONE PC OPERATING SUPPORT 3,200
    RAICES
    1305 N FLORES STREET
    SAN ANTONIO,TX78212     		NONE PC OPERATING SUPPORT 1,000
    RECKONING INC
    3058 BARDSTOWN ROAD 1076
    LOUISVILLE,KY40205     		NONE PC PROGRAM SUPPORT 20,000
    RIVER CITY DRUM CORP CULTURAL ARTS INSTITUTE INC
    3308 CHAUNCEY AVENUE
    LOUISVILLE,KY40211     		NONE PC OPERATING SUPPORT 15,000
    ROXIE THEATER
    3125 16TH AVENUE
    SAN FRANCISCO,CA94103     		NONE PC PROGRAM SUPPORT 2,500
    SAHALOKA MONASTIC COMMUNITY
    PO BOX 1090
    CRESTONE,CO81131     		NONE PC OPERATING SUPPORT 2,000
    SAN FRANCISCO CHANTICLEER INC
    44 PAGE STREET SUITE 500
    SAN FRANCISCO,CA94102     		NONE PC PROGRAM SUPPORT 20,000
    SAN FRANCISCO SILENT FILM FESTIVAL
    1687 MARKET STREET
    SAN FRANCISCO,CA94103     		NONE PC PROGRAM SUPPORT 10,000
    SAN FRANCISCO SILENT FILM FESTIVAL
    1687 MARKET STREET
    SAN FRANCISCO,CA94103     		NONE PC PROGRAM SUPPORT 2,500
    SAN FRANCISCO SILENT FILM FESTIVAL
    1687 MARKET STREET
    SAN FRANCISCO,CA94103     		NONE PC PROGRAM SUPPORT 30,000
    SAN FRANCISCO SILENT FILM FESTIVAL
    1687 MARKET STREET
    SAN FRANCISCO,CA94103     		NONE PC PROGRAM SUPPORT 40,000
    SAN FRANCISCO SILENT FILM FESTIVAL
    1687 MARKET STREET
    SAN FRANCISCO,CA94103     		NONE PC OPERATING SUPPORT 10,000
    SPALDING UNIVERSITY
    845 S 3RD STREET
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 91,224
    SPALDING UNIVERSITY
    845 S 3RD STREET
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 74,521
    SPALDING UNIVERSITY
    845 S 3RD STREET
    LOUISVILLE,KY40203     		NONE PC PROGRAM SUPPORT 1,359
    SPECIAL OPERATIONS SERVICES
    PO BOX 1395
    LOS ALTOS,CA94023     		NONE PC OPERATING SUPPORT 35,000
    SPEED ART MUSEUM
    2035 S 3RD STREET
    LOUISVILLE,KY40208     		NONE PC PROGRAM SUPPORT 8,000
    SPEED ART MUSEUM
    2035 S 3RD STREET
    LOUISVILLE,KY40208     		NONE PC PROGRAM SUPPORT 25,000
    SPEED ART MUSEUM
    2035 S 3RD STREET
    LOUISVILLE,KY40208     		NONE PC PROGRAM SUPPORT 95,000
    SUSTAINABLE FOOD ALLIANCE
    7540 WINDSOR DRIVE SUITE 205
    ALLENTOWN,PA18195     		NONE PC OPERATING SUPPORT 25,000
    TEN STRANDS
    PO BOX 150869
    SAN RAFAEL,CA94915     		NONE PC OPERATING SUPPORT 20,000
    THACHER SCHOOL
    5025 THACHER ROAD
    OJAI,CA93023     		NONE PC OPERATING SUPPORT 100,000
    THE LENZ FOUNDATION
    1901 AVENUE OF THE STARS SUITE 1100
    LOS ANGELES,CA90067     		NONE PC PROGRAM SUPPORT 25,000
    TIP IT FORWARD
    PO BOX 13
    HARRODS CREEK,KY40027     		NONE PC OPERATING SUPPORT 10,000
    TIPPING POINT
    220 MONTGOMERY STREET SUITE 850
    SAN FRANCISCO,CA94104     		NONE PC OPERATING SUPPORT 500
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC OPERATING SUPPORT 1,250
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC OPERATING SUPPORT 3,000
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC PROGRAM SUPPORT 8,000
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC OPERATING SUPPORT 830
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC PROGRAM SUPPORT 30,550
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC PROGRAM SUPPORT 9,400
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC PROGRAM SUPPORT 100,000
    TSOKNYI HUMANITARIAN FOUNDATION
    39575 COUNTY ROAD 33
    STEAMBOAT SPRINGS,CO80487     		NONE PC PROGRAM SUPPORT 11,550
    UC BERKELEY ART MUSEUM & PACIFIC FILM ARCHIVE (BAMPFA)
    2120 OXFORD STREET 2250
    BERKELEY,CA94720     		NONE PC PROGRAM SUPPORT 25,000
    UC BERKELEY ART MUSEUM & PACIFIC FILM ARCHIVE (BAMPFA)
    2120 OXFORD STREET 2250
    BERKELEY,CA94720     		NONE PC PROGRAM SUPPORT 13,287
    UC DAVIS FOUNDATION
    ONE SHIELDS AVENUE
    DAVIS,CA95616     		NONE PC PROGRAM SUPPORT 16,382
    UC DAVIS FOUNDATION
    ONE SHIELDS AVENUE
    DAVIS,CA95616     		NONE PC PROGRAM SUPPORT 40,000
    UNIVERSITY OF LOUISVILLE FOUNDATION INC
    215 CENTRAL AVENUE SUITE 212
    LOUISVILLE,KY40208     		NONE PC PROGRAM SUPPORT 6,700
    UNIVERSITY OF SOUTHERN CALIFORNIA
    1150 S OLIVE STREET 25TH FLOOR
    LOS ANGELES,CA90015     		NONE PC PROGRAM SUPPORT 100,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 15,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 5,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 138,750
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 11,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 170,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 10,000
    UNIVERSITY OF VIRGINIA
    PO BOX 37963
    BOONE,IA50037     		NONE PC PROGRAM SUPPORT 5,539
    UNIVERSITY OF WISCONSIN FOUNDATION
    1848 UNIVERSITY AVENUE
    MADISON,WI53726     		NONE PC PROGRAM SUPPORT 6,000
    UNIVERSITY OF WISCONSIN FOUNDATION
    1848 UNIVERSITY AVENUE
    MADISON,WI53726     		NONE PC PROGRAM SUPPORT 50,000
    UPAYA ZEN CENTER
    1404 CERRO GORDO ROAD
    SANTA FE,NM87501     		NONE PC OPERATING SUPPORT 30,000
    UTAH MUSEUM OF CONTEMPORARY ART
    20 S WEST TEMPLE
    SALT LAKE CITY,UT84101     		NONE PC PROGRAM SUPPORT 10,000
    WATERFRONT BOTANICAL GARDENS INC
    PO BOX 5056
    LOUISVILLE,KY40255     		NONE PC PROGRAM SUPPORT 20,000
    Total .................................bullet 3a 3,288,515
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-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 ...........     		    14 304  
    4 Dividends and interest from securities ....          
    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 ............     		    18 100,388  
    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 1,707,004 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    1,707,004
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 instructions.
    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 (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990)
    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
    2021
    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) (2021)
    Schedule B (Form 990) (2021) 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
    CHRISTINA LEE BROWN 2012 CHARITABLE LEAD ANNUITY TRUST
     
    C/O ZSP LLC 333 EAST MAIN STREET SU
     
    LOUISVILLE, KY40202

    		$ 1,668,270


    (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) (2021)
    Schedule B (Form 990) (2021)
    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) (2021)
    Schedule B (Form 990) (2021)
    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) (2021)
    Additional Data


    Software ID:  
    Software Version:  

    TY 2021 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 8,004 4,002   4,002

    TY 2021 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) 4,622 379,402
    BROWN-FORMAN CORP CL B (BFB) 9,999,838 65,892,445
    PFIZER (PFE) 3,018 5,915
    QUALCOMM INC (QCOM) 3,376 6,325
    VISA INC (V) 3,373 5,425

    TY 2021 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
    ISHARES CORE S&P 500 ETF AT COST 131,835 112,563

    TY 2021 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
    FILING FEES 15 0   0
    LICENSES - SOFTWARE 2,776 0   2,776
    BANK FEES 33 0   0
    POSTAGE 44 0   44


    TY 2021 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 36,949 7,390   29,559
    INVESTMENT MANAGEMENT FEES 714 714   0


    TY 2021 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
    CHRISTINA LEE BROWN 2012 CHARITABLE LEAD ANNUITY TRUST
          		C/O ZSP LLC 333 EAST MAIN STREET
    SUITE 401
    LOUISVILLE,KY40202


    TY 2021 TaxesSchedule
    Name:
    THE OWSLEY BROWN III
     
    PHILANTHROPIC FOUNDATION INC
    EIN:
    27-4432014
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CURRENT YEAR ESTIMATED EXCISE TAX PAYMENTS 25,200 0   0