SEC Form 4 · accession 0001225208-17-000462
BROWN & BROWN, INC. · BRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Powell Brown
Officer — President and CEO · Director
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 5:10 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 | Dec 13, 2016 | G | 630 | $0.00 | A | 1,113,865 | D | |
| Common Stock, $.10 par valueF1 | Dec 27, 2016 | G | 1,416 | $0.00 | D | 1,112,449 | D | |
| Common Stock, $.10 par valueF2 | Jan 1, 2017 | F | 1,945 | $44.86 | D | 1,117,118 | D | |
| Common Stock, $.10 par valueF1 | Dec 27, 2016 | G | 1,416 | $0.00 | A | 10,587 | I | Children |
| Common Stock, $.10 par value (PSP)F3 | holding | — | — | — | 49,192 | D | ||
| Common Stock, $.10 par value (SIP)F4 | holding | — | — | — | 219,514 | D | ||
| Common Stock, $.10 par valueF5 | holding | — | — | — | 18,639 | I | By 401k |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF6 | $18.48 | holding | — | — | — | Mar 7, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF6 | $18.48 | holding | — | — | — | Aug 1, 2013 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
| Stock OptionsF6,F7 | $18.48 | holding | — | — | — | Sep 7, 2016 | Feb 26, 2018 | Common Stock, $.10 par value | 35,000 | 35,000 | D |
Explanation of responses
- F1This transaction involved a gift of securities by the Reporting Person to his children, who share the Reporting Person's household. Reporting Person disclaims beneficial ownership of securities 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 reporting.
- F2Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 6,614 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP).
- F3These 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 staisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
- F4These securities were granted pursuant to the SIP. Full ownership will not vest until the satisfaction of additional conditions established in connection with this grant.
- F5Based upon information supplied by the plan recordkeeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.
- F6Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
- F7These options became exercisable on September 7, 2016 pursuant to satisfaction of conditions established pursuant to the Plan.