SEC Form 4 · accession 0001225208-16-042308
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
Nov 23, 2016
Accepted (ET)
Nov 28, 2016 · 5:12 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 value (Jointly Owned)F1,F2 | Nov 23, 2016 | S | 15,000 | $42.6394 | D | 158,989 | D | |
| Common Stock, $.10 par valueF3 | holding | — | — | — | 35,444 | D | ||
| Common Stock, $.10 par value (PSP)F4 | holding | — | — | — | 38,348 | D | ||
| Common Stock, $.10 par value (SIP)F5 | holding | — | — | — | 82,227 | D | ||
| Common Stock, $.10 par valueF6 | holding | — | — | — | 9,390 | 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
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.62 to $42.76, inclusive. The Reporting Person undertakes to provide Brown & Brown, Inc., any security holder of Brown & Brown, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F2Owned jointly with spouse.
- F3A total of 855 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2016. 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 ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant. This amount does not include 37,221 shares that were granted on July 1, 2013 pursuant to the SIP that have not yet satisfied the performance-based conditions established in connectin with this grant.
- F6Based upon information supplied by the plan recordkeeper as of March 29, 2016. 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.