SEC Form 4 · accession 0001225208-15-001867
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charlie Lydecker
Officer — Retail Division President
Period of report
Jan 21, 2015
Accepted (ET)
Jan 23, 2015 · 4:06 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 | Jan 21, 2015 | A | 6,323 | $0.00 | A | 133,902 | D | |
| Common Stock, $.10 par valueF2 | holding | — | — | — | 52,887 | D | ||
| Common Stock, $.10 par value (Jointly Owned)F3 | holding | — | — | — | 257,412 | D | ||
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 59,588 | D | ||
| Common Stock, $.10 par valueF5 | holding | — | — | — | 13,736 | I | By 401k | |
| Common Stock, $.10 par valueF6 | holding | — | — | — | 24 | 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 OptionsF7 | $18.48 | holding | — | — | — | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
| Stock OptionsF7 | $18.48 | holding | — | — | — | Apr 15, 2011 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
| Stock OptionsF7 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
| Stock OptionsF7 | $18.48 | holding | — | — | — | Nov 11, 2010 | Feb 26, 2018 | Common Stock, $.10 par value | 14,589 | 14,589 | D |
| Stock OptionsF7,F8 | $18.48 | holding | — | — | — | Nov 26, 2017 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
Explanation of responses
- F1These securities were granted pursuant to the Company's 2010 Stock Incentive Plan. The Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.
- F2A total of 1,166 of these shares were acquired through the Company's Employee Stock Purchase Plan ("ESPP") in July 2013 and a totla of 955 were acquired through the ESPP in July 2014. Number of shares may vary due to dividend reinvestment.
- F3Owned jointly with spouse.
- 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 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.
- F5Based upon information supplied by the Plan recordkeeper. Number of shares varies periodically based on contributions to plan.
- F6Reporting 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
- F7Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F8These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.