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BROWN & BROWN, INC. Director's Dealing 2015

Jun 11, 2015

30146_dirs_2015-06-11_5daa8038-f9c6-455f-a26f-c7e49fbf6600.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: 2015-06-04

Reporting Person: STRIANESE ANTHONY T (Pres. Wolesale Brokerage Div.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-06-04 Common Stock, $.10 par value S 3000.0000 $32.9600 Disposed 15659.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value (PSP) 38576.0000 Direct
Common Stock, $.10 par value (SIP) 137854.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (20000.0000) 20000.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (14589.0000) 14589.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (20000.0000) 20000.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (5411.0000) 5411.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (20000.0000) 20000.0000 Direct

Footnotes

F1: A total of 1,166 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2013. Number of shares may vary due to dividend reinvestment.

F2: These 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 satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F3: 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.

F4: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F5: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.