SEC Form 4 · accession 0001208478-19-000005
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
Jan 22, 2019
Accepted (ET)
Jan 23, 2019 · 5:06 pm 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 valueF1,F2 | Jan 22, 2019 | F | 8,758 | $28.64 | D | 2,373,434 | D | |
| Common Stock, $.10 par value (SIP)F3 | holding | — | — | — | 495,692 | D | ||
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 70,960 | D | ||
| Common Stock, $.10 par valueF5 | holding | — | — | — | 25,782 | I | Children | |
| Common Stock, $.10 par valueF6 | holding | — | — | — | 38,985 | I | By 401k |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 30,712 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").
- F2A total of 1,120 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2018. Number of shares may vary due to dividend reinvestment.
- F3These securities were granted pursuant to the 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.
- 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 conditions.
- F5Reporting 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.
- F6Based upon information supplied by the plan record keeper as of December 31, 2018. Number of shares varies periodically based on contributions to plan.