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: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock, $.10 par value (SIP)	A	8690	—	Acquired	228204	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	1117118	Direct
Common Stock, $.10 par value	10587	Indirect
Common Stock, $.10 par value (PSP)	49192	Direct
Common Stock, $.10 par value	18639	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.48	2018-02-26	Common Stock, $.10 par value (35000.0)	35000	Direct
Stock Options	$18.48	2018-02-26	Common Stock, $.10 par value (35000.0)	35000	Direct
Stock Options	$18.48	2018-02-26	Common Stock, $.10 par value (35000.0)	35000	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: The Reporting Person disclaims beneficial ownership of securities owned by children who share the 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

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 service-based conditions.

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

F6: These options became exercisable on September 7, 2016 pursuant to the satisfaction of performance-based conditions established in connection with this grant.