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

Dec 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2013-12-03

Reporting Person: McGrath Susan E (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-03	Common Stock	M	1280	$30.95	Acquired	1280	Direct
2013-12-03	Common Stock	M	1200	$24.13	Acquired	2480	Direct
2013-12-03	Common Stock	M	3000	$28.59	Acquired	5480	Direct
2013-12-03	Common Stock	M	639	$23.76	Acquired	6119	Direct
2013-12-03	Common Stock	M	1500	$26.09	Acquired	7619	Direct
2013-12-03	Common Stock	S	7619	$46.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-03	Non-qualified Stock Option	$30.95	M	1280	Disposed	2018-03-07	Common Stock (1280)	Direct
2013-12-03	Non-qualified Stock Option	$24.13	M	1200	Disposed	2017-03-02	Common Stock (1200)	Direct
2013-12-03	Incentive Stock Option (Right to Buy)	$28.59	M	3000	Disposed	2017-01-17	Common Stock (3000)	Direct
2013-12-03	Non-qualified Stock Option	$23.76	M	639	Disposed	2018-03-05	Common Stock (639)	Direct
2013-12-03	Non-qualified Stock Option	$26.09	M	1500	Disposed	2018-05-13	Common Stock (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33319	Indirect
Common Stock (restricted)	22390	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Notional Stock Units	$0		Common Stock (9834)	9834	Direct

Footnotes

F1: The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $45.96 to $46.03. 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 stock option becomes exercisable 20% each year on the anniversary of the grant date.

F4: The stock option becomes exercisable 20% each year on the anniversary of the grant date.

F5: The stock option becomes exercisable 10% each year, commencing January 1 after the date of grant.

F6: Each notional stock unit represents a right to receive one share of Gallagher common stock.

F7: The notional stock units become payable on July 1, 2014.