SEC Form 4 · accession 0001127602-15-032137
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Patrick Gallagher Jr.
Officer — President & CEO · Director
Period of report
Nov 19, 2015
Accepted (ET)
Nov 20, 2015 · 2:27 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 | Nov 12, 2015 | G | 7,500 | $0.00 | D | 265,443 | I | By Spouse |
| Common Stock | Nov 19, 2015 | M | 684 | $0.00 | A | 26,983 | D | |
| Common Stock | Nov 19, 2015 | F | 684 | $43.87 | D | 26,299 | D | |
| Common StockF2 | Nov 20, 2015 | J | 8,306 | $0.00 | A | 34,605 | D | |
| Common StockF2,F1 | Nov 20, 2015 | J | 13,609 | $0.00 | A | 279,052 | I | By Spouse |
| Common StockF2 | Nov 20, 2015 | J | 14,194 | $0.00 | A | 58,173 | I | By Irrevocable Trust |
| Common Stock | holding | — | — | — | 150,000 | I | By Corporation | |
| Common StockF3 | holding | — | — | — | 192,972 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F5 | — | Nov 19, 2015 | M | 684 | D | — | — | Common Stock | 684 | 50,045 | D |
Explanation of responses
- F1Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership.
- F2Pro rata distribution from JPG Family Limited Partnership, of which the reporting person is a non-managing limited partner.
- F3Held in trust for benefit of children.
- F4Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F5These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards when they attain age 62, or after a one-year period for participants who have attained age 61.
Remarks
The transaction involving phantom stock reflects an accelerated distribution under the Age 62 Plan to cover applicable taxes in connection with a vesting event.