SEC Form 4 · accession 0001225208-15-014098
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome Scott Penny
Officer — Chief Acquisitions Officer
Period of report
Jun 17, 2015
Accepted (ET)
Jun 18, 2015 · 4:24 pm EDT
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 (Jointly Owned)F1,F2 | Jun 17, 2015 | S | 15,000 | $33.39 | D | 197,513 | D | |
| Common Stock, $.10 par value (PSP)F3 | holding | — | — | — | 55,488 | D | ||
| Common Stock, $.10 par value (SIP)F4 | holding | — | — | — | 133,902 | D | ||
| Common Stock, $.10 par valueF5 | holding | — | — | — | 24,006 | I | By 401k | |
| Common Stock, $.10 par valueF6 | holding | — | — | — | 96 | 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 | 14,589 | 14,589 | D |
| Stock OptionsF7 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | 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
- F1Owned jointly with spouse.
- F2Number of shares may vary due to dividend reinvestment. 68,474 of these shares were previously reported as directly beneficially owned by the reporting person.
- F3These securities were granted pursuant to the Company's 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.
- F5Based upon information supplied by the Plan recordkeeper as of January 27, 2015. Number of shares varies periodically based on contributions to plan.
- F6Reporting Person disclaims beneficial ownership in shares 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.
Remarks
poa.txt