Arthur J. Gallagher & Co. — Director's Dealing 2014

Sep 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2014-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-10	Common Stock	S	9085	$46.18	Disposed	34602.336	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-10	Notional Stock Units	$0	J	116	Acquired		Common Stock (116)	Direct
2014-09-10	Notional Stock Units	$0	J	533	Acquired		Common Stock (533)	Direct
2014-09-10	Notional Stock Units	$0	J	454	Acquired		Common Stock (454)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313	Indirect

Footnotes

F1: The purpose of this sale was to cover tax obligations on previously vested restricted stock units and previously exercised stock options, and expenses related to the purchase of a primary residence.

F2: The reporting person's sale of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 4,247 shares, with the reporting person's allocation of amounts previously deferred in Gallagher's Supplemental Savings and Thrift Plan into the investment option representing Gallagher common stock under such plan, which resulted in his acquisition on April 16, 2014 of 4,247 notional stock units representing Gallagher common stock, at a weighted average price of $45.02 per share. The reporting person has agreed to pay to Gallagher, upon settlement of the sale, $4,926.52, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

F3: The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $46.14 to $46.21. 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.

F4: The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

F5: Each notional stock unit represents a right to receive one share of Gallagher common stock.

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 in July 2015.

F8: The notional stock units become payable in July 2018.

F9: The notional stock units become payable following the reporting person's separation from service with Gallagher.