SEC Form 4 · accession 0001225208-15-001864
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 21, 2015
Accepted (ET)
Jan 23, 2015 · 4:02 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 | Jan 21, 2015 | A | 12,646 | $0.00 | A | 344,357 | D | |
| Common Stock, $.10 par valueF2 | holding | — | — | — | 1,100,286 | D | ||
| Common Stock, $.10 par value (PSP)F3 | holding | — | — | — | 70,332 | D | ||
| Common Stock, $.10 par valueF4 | holding | — | — | — | 16,928 | I | By 401k | |
| Common Stock, $.10 par valueF5 | holding | — | — | — | 9,171 | I | Children |
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 | holding | — | — | — | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF6 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF6,F7 | $18.48 | holding | — | — | — | Nov 26, 2017 | 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"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.
- F2A total of 955 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2014. Number of shares may vary due to dividend reinvestment.
- 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 a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
- F4Based upon information supplied by the Plan recordkeeper. Number of shares varies periodically based on contributions to plan.
- F5Reporting person disclaims beneficial ownership of securities owned by children who share 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
- F6Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F7These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.