SEC Form 4 · accession 0001225208-16-030521
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 29, 2016
Accepted (ET)
Mar 31, 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 value (Jointly Owned)F1 | Mar 29, 2016 | S | 15,000 | $35.4075 | D | 164,040 | D | |
| Common Stock, $.10 par valueF2 | Mar 29, 2016 | I | 15,353 | $35.6457 | D | 9,390 | I | By 401k |
| Common Stock, $.10 par valueF3 | holding | — | — | — | 34,589 | D | ||
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 55,488 | D | ||
| Common Stock, $.10 par value (SIP)F5 | holding | — | — | — | 119,448 | D | ||
| 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,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.
- F2Based upon information supplied by the plan recordkeeper as of March 29, 2016. Number of shares varies periodically based on contributions to plan.
- 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.
- F4These 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.
- F5These 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 service-based conditions.
- 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 November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.
Remarks
poascottpenny.txt