SEC Form 4 · accession 0001225208-17-000177
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
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 8:47 am 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 valueF1,F2 | Jan 1, 2017 | F | 1,523 | $44.86 | D | 46,810 | D | |
| Common Stock, $.10 par valueF3,F2 | Jan 1, 2017 | F | 2,138 | $44.86 | D | 44,672 | D | |
| Common Stock, $.10 par value (Jointly Owned)F4 | holding | — | — | — | 148,989 | D | ||
| Common Stock, $.10 par value (PSP)F5 | holding | — | — | — | 31,028 | D | ||
| Common Stock, $.10 par value (SIP)F6 | holding | — | — | — | 76,658 | D | ||
| Common Stock, $.10 par valueF7 | holding | — | — | — | 9,385 | I | By 401k | |
| Common Stock, $.10 par valueF8 | 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 OptionsF9,F10 | $18.48 | holding | — | — | — | Sep 7, 2016 | Feb 26, 2018 | Common Stock, $.10 par value | 20,000 | 20,000 | D |
Explanation of responses
- F1Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 5,569 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").
- F10These options became exercisable on September 7, 2016 pursuant to satisfaction of conditions established pursuant to the Plan.
- F2A 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.
- F3Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 7,320 shares of stock under the Company's Performance Stock Plan ("PSP").
- 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.
- F6These securities were granted pursuant to the SIP. Full ownership will not vest until the satisfaction of additional conditions established in connection with this grant.
- F7Based upon information supplied by the plan recordkeeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.
- F8Reporting 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.
- F9Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").