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

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2017-01-01

Reporting Person: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock, $.10 par value	G	630.0000	$0.0000	Acquired	1113865.0000	Direct
2016-12-27	Common Stock, $.10 par value	G	1416.0000	$0.0000	Disposed	1112449.0000	Direct
2017-01-01	Common Stock, $.10 par value	F	1945.0000	$44.8600	Disposed	1117118.0000	Direct
2016-12-27	Common Stock, $.10 par value	G	1416.0000	$0.0000	Acquired	10587.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	49192.0000	Direct
Common Stock, $.10 par value (SIP)	219514.0000	Direct
Common Stock, $.10 par value	18639.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct

Footnotes

F1: This transaction involved a gift of securities by the Reporting Person to his children, who share the Reporting Person's household. Reporting Person disclaims beneficial ownership of securities 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 reporting.

F2: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 6,614 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP).

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 a portion of these shares based on the staisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F4: These securities were granted pursuant to the SIP. Full ownership will not vest until the satisfaction of additional conditions established in connection with this grant.

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

F6: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: These options became exercisable on September 7, 2016 pursuant to satisfaction of conditions established pursuant to the Plan.