SEC Form 4 · accession 0001225208-16-030210
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome Scott Penny
Officer — EVP,Chief Acquisitions Officer
Period of report
Mar 23, 2016
Accepted (ET)
Mar 23, 2016 · 5:04 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 (SIP)F1 | Mar 23, 2016 | A | 33,418 | $0.00 | A | 117,193 | D | |
| Common Stock, $.10 par value (SIP)F2 | Mar 23, 2016 | A | 2,255 | $0.00 | A | 119,448 | D | |
| Common Stock, $.10 par valueF3 | holding | — | — | — | 34,589 | D | ||
| Common Stock, $.10 par value (Jointly Owned)F4 | holding | — | — | — | 179,040 | D | ||
| Common Stock, $.10 par value (PSP)F5 | holding | — | — | — | 55,488 | D | ||
| Common Stock, $.10 par valueF6 | holding | — | — | — | 24,371 | I | By 401k | |
| Common Stock, $.10 par valueF7 | 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 OptionsF8,F9 | $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 ("SIP"). The initial grant was made on January 18, 2011, but was subject to the satisfaction of performance-based conditions established in connection with the grant. On March 23, 2016, 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 SIP. 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 service-based conditions.
- F3A total of 939 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2015. Number of shares may vary due to dividend reinvestment.
- F4Owned jointly with spouse.
- F5These 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.
- F6Based upon information supplied by the plan recordkeeper as of December 31, 2015. Number of shares varies periodically based on contributions to plan.
- F7Reporting 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.
- F8Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F9These options vest and become exercisable on November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.