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BROWN & BROWN, INC. Director's Dealing 2015

Jul 30, 2015

30146_dirs_2015-07-30_9f7846ed-7939-418a-ba15-088cf0468f39.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2015-07-28

Reporting Person: DOWNS LINDA S (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-07-28 Common Stock, $.10 par value M 22000.0000 $18.4800 Acquired 461355.0000 Direct
2015-07-28 Common Stock, $.10 par value M 22000.0000 $18.4800 Acquired 483355.0000 Direct
2015-07-28 Common Stock, $.10 par value M 16589.0000 $18.4800 Acquired 499944.0000 Direct
2015-07-28 Common Stock, $.10 par value M 16589.0000 $18.4800 Acquired 516533.0000 Direct
2015-07-28 Common Stock, $.10 par value F 12883.0000 $33.2400 Disposed 503650.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-07-28 Stock Options $18.4800 M 22000.0000 Disposed 2018-02-26 Common Stock, $.10 par value (22000.0000) Direct
2015-07-28 Stock Options $18.4800 M 16589.0000 Disposed 2018-02-26 Common Stock, $.10 par value (16589.0000) Direct
2015-07-28 Stock Options $18.4800 M 22000.0000 Disposed 2018-02-26 Common Stock, $.10 par value (22000.0000) Direct
2015-07-28 Stock Options $18.4800 M 16589.0000 Disposed 2018-02-26 Common Stock, $.10 par value (16589.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value (PSP) 9248.0000 Direct
Common Stock, $.10 par value (SIP) 118365.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (22000.0000) 22000.0000 Direct

Footnotes

F1: A total of 955 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2014. Number of shares may vary due to dividend reinvestment.

F2: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 77,178 shares under the Company's 2000 Incentive Stock Option Plan.

F3: These 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.

F4: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.

F5: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F6: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.