Arthur J. Gallagher & Co. — Director's Dealing 2013

Dec 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2013-12-04

Reporting Person: HOWELL DOUGLAS K (VP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-04	Common Stock	P	988	$45.60	Acquired	19712.983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-05	Notional Stock Units	$0	J	147	Acquired		Common Stock (147)	Direct
2013-12-05	Notional Stock Units	$0	J	26	Acquired		Common Stock (26)	Direct
2013-12-05	Notional Stock Units	$0	J	427	Acquired		Common Stock (427)	Direct
2013-12-05	Notional Stock Units	$0	J	354	Acquired		Common Stock (354)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95000	Indirect
Common Stock	302	Indirect
Common Stock (restricted)	34605	Direct

Footnotes

F1: The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $45.59 to $45.60. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The Age 62 Plan is a nonqualified deferred compensation plan of the Company. Under the plan, awards that are deemed invested in Company common stock must be settled in shares of Company common stock and are disclosed on this report. Participants do not vest in awards until they attain age 62, and do not have investment or voting control with respect to the investment vehicles in which their awards are deemed invested.

F3: The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

F4: Each notional stock unit represents a right to receive one share of Gallagher common stock.

F5: The notional stock units become payable on July 1, 2014.

F6: The reporting person elected to reallocate amounts previously deferred pursuant to Gallagher's Supplemental Savings and Thrift Plan into the investment option representing Gallagher stock under the plan. As a result, the reporting person is reporting the acquisition of notional stock units.

F7: The notional stock units become payable on July 1, 2015.

F8: The notional stock units become payable following the reporting person's separation from service with Gallagher.

F9: The notional stock units become payable on July 1, 2018.