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: 2017-02-27

Reporting Person: FREEBOURN RICHARD (EVP and People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock, $.10 par value	F	60	$43.42	Disposed	5953	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (Jointly Owned)	30613	Direct
Common Stock, $.10 par value (PSP)	1296	Direct
Common Stock, $.10 par value (SIP)	15413	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 216 shares of stock under the Company's Performance Stock Plan.

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: Owned jointly with spouse.

F4: 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.

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.