BROWN & BROWN, INC. — Director's Dealing 2018

Aug 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2018-08-03

Reporting Person: LLOYD ROBERT W (EVP, Secy, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-03	Common Stock, $.10 par value (SIP)	A	21712	—	Acquired	66398	Direct
2018-08-03	Common Stock, $.10 par value	F	882	$29.19	Disposed	23859	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	21048	Direct

Footnotes

F1: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The initial grant was made on July 1, 2013, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On August 3, 2018, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these sahres, but full ownership will not vest until the satisfaction of additional service-based conditions.

F2: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 3,620 shares of stock under the Company's SIP.

F3: A total of 1,120 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2018. Number of shares may vary due to dividend reinvestment.

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.