SEC Form 4 · accession 0001208478-19-000007
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 25, 2019
Accepted (ET)
Feb 26, 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 value (SIP)F1,F2 | Feb 25, 2019 | A | 79,384 | $0.00 | A | 575,076 | D | |
| Common Stock, $.10 par value (SIP)F2 | Feb 25, 2019 | A | 16,943 | $0.00 | A | 592,019 | D | |
| Common Stock, $.10 par valueF3 | holding | — | — | — | 2,373,434 | 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
- F1These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The initial grant was made on March 23, 2016, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 25, 2019, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.
- F2These securities were granted pursuant to the Company's 2010 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.
- F3A 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.
- 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.