SEC Form 4 · accession 0001208478-17-000003
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
Sep 15, 2017
Accepted (ET)
Sep 18, 2017 · 8:50 am EDT
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 valueF1 | Sep 15, 2017 | M | 105,000 | $18.48 | A | 1,222,802 | D | |
| Common Stock, $.10 par valueF1 | Sep 15, 2017 | F | 65,627 | $46.34 | D | 1,157,175 | D | |
| Common Stock, $.10 par value (SIP)F2 | holding | — | — | — | 228,204 | D | ||
| Common Stock, $.10 par valueF3 | holding | — | — | — | 10,587 | I | Children | |
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 49,192 | D | ||
| Common Stock, $.10 par valueF5 | 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 OptionsF6 | $18.48 | Sep 15, 2017 | M | 35,000 | D | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 0 | D |
| Stock OptionsF6 | $18.48 | Sep 15, 2017 | M | 35,000 | D | Sep 7, 2016 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 0 | D |
| Stock OptionsF6 | $18.48 | Sep 15, 2017 | M | 35,000 | D | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 0 | D |
Explanation of responses
- F1A total of 684 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2017. Number of shares may vary due to dividend reinvestment.
- F2These securities were granted pursuant to the Company's 2010 Stock Incentive Plan. 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.
- F3Reporting 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.
- F4These 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.
- F5Based upon information supplied by the plan record keeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.
- F6Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").