BROWN & BROWN, INC. — Director's Dealing 2017

Sep 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2017-08-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-30	Common Stock, $.10 par value	M	20000	$18.48	Acquired	65356	Direct
2017-08-30	Common Stock, $.10 par value	F	11851	$44.76	Disposed	53505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-30	Stock Options	$18.48	M	20000	Disposed	2018-02-26	Common Stock, $.10 par value (20000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	31028	Direct
Common Stock, $.10 par value	96	Indirect
Common Stock, $.10 par value	9385	Indirect
Common Stock, $.10 par value (SIP)	78511	Direct
Common Stock, $.10 par value (Jointly Owned)	148989	Direct

Footnotes

F1: A total of 684 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2017. 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 these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F3: Reporting Person disclaims beneficial ownership of securities owned by children who share Reporting Persons 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 reporting.

F4: Based upon information supplied by the plan record keeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.

F5: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.

F6: Owned jointly with spouse.

F7: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F8: These options became exercisable on September 7, 2016 pursuant to satisfaction of conditions established pursuant to the Plan.