SEC Form 4 · accession 0001127602-16-046991
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel D Cavaness
Officer — Vice President
Period of report
Mar 16, 2016
Accepted (ET)
Mar 18, 2016 · 7:29 pm EDT
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 Stock (restricted) | Mar 16, 2016 | M | 1,125 | $42.97 | D | 6,875 | D | |
| Common Stock | Mar 16, 2016 | M | 1,125 | $42.97 | A | 105,727 | D | |
| Common Stock | Mar 16, 2016 | F | 350 | $42.97 | D | 105,377 | D | |
| Common Stock (restricted)F1 | Mar 16, 2016 | M | 1,125 | — | D | 5,750 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Stock UnitsF1,F2 | — | Mar 16, 2016 | M | 1,125 | A | — | — | Common Stock | 1,125 | 1,975 | D |
| Non-qualified Stock OptionF3 | $43.71 | Mar 17, 2016 | A | 23,600 | A | — | Mar 17, 2023 | Common Stock | 23,600 | 23,600 | D |
| Phantom StockF5,F4,F6 | — | Mar 18, 2016 | A | 5,807 | A | — | — | Common Stock | 5,807 | 114,965 | D |
| Notional Stock UnitsF1,F7 | — | holding | — | — | — | — | — | Common Stock | 130 | 130 | D |
| Notional Stock UnitsF1,F8 | — | holding | — | — | — | — | — | Common Stock | 130 | 130 | D |
| Notional Stock UnitsF1,F9 | — | holding | — | — | — | — | — | Common Stock | 130 | 130 | D |
| Notional Stock UnitsF1,F10 | — | holding | — | — | — | — | — | Common Stock | 3,867 | 3,867 | D |
Explanation of responses
- F1Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F10The notional stock units become payable following the reporting person's separation from service with Gallagher.
- F2The notional stock units become payable over a two-year period beginning July 2023.
- F3One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F4Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F5The reported transaction resulted from the Company's allocation of an award to the reporting person under the Company's Age 62 Plan.
- F6These 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.
- F7The notional stock units become payable over a five-year period beginning July 2027.
- F8The notional stock units become payable in July 2028.
- F9The notional stock units become payable over a five-year period beginning July 2028.