SEC Form 4 · accession 0001225208-15-006357
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony T Strianese
Officer — Wholesale Brokerage Div. Pres.
Period of report
Feb 22, 2015
Accepted (ET)
Mar 2, 2015 · 5:02 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 valueF2 | Feb 22, 2015 | F | 12,334 | $33.09 | D | 18,659 | D | |
| Common Stock, $.10 par value (PSP)F3 | holding | — | — | — | 38,576 | D | ||
| Common Stock, $.10 par value (SIP)F4 | holding | — | — | — | 137,854 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF5 | $18.48 | holding | — | — | — | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
| Stock OptionsF5 | $18.48 | holding | — | — | — | Apr 15, 2011 | Feb 26, 2018 | Common Stock, $.10 par value | 14,589 | 14,589 | D |
| Stock OptionsF5 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
| Stock OptionsF5 | $18.48 | holding | — | — | — | Nov 11, 2010 | Feb 26, 2018 | Common Stock, $.10 par value | 5,411 | 5,411 | D |
| Stock OptionsF5,F6 | $18.48 | holding | — | — | — | Nov 26, 2017 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
Explanation of responses
- F1Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 29,400 shares under the Company's Performance Stock Plan ("PSP").
- 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.
- F4These 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.
- F5Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F6These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.