SEC Form 4 · accession 0001127602-15-006390
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas K Howell
Officer — VP & Chief Financial Officer
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000354190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 12, 2015 | S | 6,000 | $47.20 | D | 29,063 | D | |
| Common StockF2 | holding | — | — | — | 313 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Stock UnitsF3,F4 | $0.00 | Feb 13, 2015 | I | 226 | A | — | — | Common Stock | 226 | 15,211 | D |
| Notional Stock UnitsF3,F5 | $0.00 | Feb 13, 2015 | I | 672 | A | — | — | Common Stock | 672 | 14,900 | D |
| Notional Stock UnitsF3,F6 | $0.00 | Feb 13, 2015 | I | 2,140 | A | — | — | Common Stock | 2,140 | 60,871 | D |
Explanation of responses
- F1The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $47.15 to $47.25. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
- F3Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F4The notional stock units become payable in July 2015.
- F5The notional stock units become payable in July 2018.
- F6The notional stock units become payable following the reporting person's separation from service with Gallagher.
Remarks
The purpose of the sale transaction reported on this form was to cover tax obligations of the reporting person. The exempt acquisitions of notional stock units reflect a reallocation of amounts previously deferred pursuant to Gallagher's Supplemental Savings and Thrift Plan into the investment option representing Gallagher stock under the plan.