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BROWN & BROWN, INC. Director's Dealing 2017

Jan 3, 2017

30146_dirs_2017-01-03_48fbdd53-0d72-4732-b83f-c543ae3ca31b.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: 2017-01-01

Reporting Person: STRIANESE ANTHONY T (EVP and Pres. Wholesale Div.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-01-01 Common Stock, $.10 par value F 1659.0000 $44.8600 Disposed 33756.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value (PSP) 24296.0000 Direct
Common Stock, $.10 par value (SIP) 81879.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (10000.0000) 10000.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (20000.0000) 20000.0000 Direct
Stock Options $18.4800 2018-02-26 Common Stock, $.10 par value (20000.0000) 20000.0000 Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements asociated with the vesting of 5,569 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 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 satisfaction 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: 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 satisfaction of conditions established pursuant to the Plan.