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

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2017-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock, $.10 par value (SIP)	A	1853	—	Acquired	78511	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	44672	Direct
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 (Jointly Owned)	148989	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.48	2018-02-26	Common Stock, $.10 par value (20000.0)	20000	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: Based upon information supplied by the plan record keeper as of December 31, 2016. Number of shares varies periodically based on contributions to plan.

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 the satisfaction of performance-based conditions established in connection with this grant.