SEC Form 4 · accession 0001225208-16-030276
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony T Strianese
Officer — EVP and Pres. Wholesale Div.
Period of report
Mar 23, 2016
Accepted (ET)
Mar 24, 2016 · 5:02 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 valueF1 | Mar 23, 2016 | S | 5,765 | $35.2548 | D | 30,610 | D | |
| Common Stock, $.10 par value (SIP)F2 | Mar 23, 2016 | A | 33,418 | $0.00 | A | 121,145 | D | |
| Common Stock, $.10 par value (SIP)F3 | Mar 23, 2016 | A | 3,524 | $0.00 | A | 124,669 | D | |
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 38,576 | 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 | 10,000 | 10,000 | D |
| Stock OptionsF5 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | 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
- F1A 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.
- F2These 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.
- F3These 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.
- 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.
- 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 November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.