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BROWN & BROWN, INC. Director's Dealing 2017

Feb 17, 2017

30146_dirs_2017-02-17_d63e9edc-08a2-4674-8e55-811ea7aa3c8d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2017-02-17

Reporting Person: Watts R. Andrew (EVP, CFO and Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-17 Common Stock, $.10 par value F 5118 $43.76 Disposed 13272 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value (SIP) 23035 Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 16,047 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").

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 2010 SIP Plan. The reporting Person has voting rights and dividend entitlement with respect to a portion of these shares, but full ownership will not vest until the satisfaction of service-based conditions. This amount does not include 26,000 shares that were granted on March 25, 2014 pursuant to the SIP that have not yet satisfied the performance-based conditions established in connection with this grant.