BROWN & BROWN, INC. — Director's Dealing 2016

Nov 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2016-11-23

Reporting Person: PENNY JEROME SCOTT (EVP,Chief Acquisitions Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-23	Common Stock, $.10 par value (Jointly Owned)	S	15000.0000	$42.6394	Disposed	158989.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	35444.0000	Direct
Common Stock, $.10 par value (PSP)	38348.0000	Direct
Common Stock, $.10 par value (SIP)	82227.0000	Direct
Common Stock, $.10 par value	9390.0000	Indirect
Common Stock, $.10 par value	96.0000	Indirect

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

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.62 to $42.76, inclusive. The Reporting Person undertakes to provide Brown & Brown, Inc., any security holder of Brown & Brown, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Owned jointly with spouse.

F3: A total of 855 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2016. Number of shares may vary due to dividend reinvestment.

F4: 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.

F5: 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. This amount does not include 37,221 shares that were granted on July 1, 2013 pursuant to the SIP that have not yet satisfied the performance-based conditions established in connectin with this grant.

F6: Based upon information supplied by the plan recordkeeper as of March 29, 2016. Number of shares varies periodically based on contributions to plan.

F7: Reporting Person disclaims beneficial ownership in shares owned by children who share Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

F8: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F9: These options vest and become exercisable on November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.