SEC Form 4 · accession 0001208478-17-000002
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Powell Brown
Officer — President and CEO · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 27, 2017 · 9:06 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000079282
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.10 par value (SIP)F1 | Feb 24, 2017 | A | 8,690 | $0.00 | A | 228,204 | D | |
| Common Stock, $.10 par value | holding | — | — | — | 1,117,118 | D | ||
| Common Stock, $.10 par valueF2 | holding | — | — | — | 10,587 | I | Children | |
| Common Stock, $.10 par value (PSP)F3 | holding | — | — | — | 49,192 | D | ||
| Common Stock, $.10 par valueF4 | holding | — | — | — | 18,639 | I | By 401k |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF5 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF5,F6 | $18.48 | holding | — | — | — | Sep 7, 2016 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF5 | $18.48 | holding | — | — | — | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
Explanation of responses
- F1These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.
- F2The Reporting Person disclaims beneficial ownership of securities owned by children who share the Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose
- F3These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional service-based conditions.
- F4Based upon information supplied by the Plan record keeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.
- F5Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F6These options became exercisable on September 7, 2016 pursuant to the satisfaction of performance-based conditions established in connection with this grant.