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

Aug 3, 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: Walker Chris L (EVP and Pres. Programs Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-03	Common Stock, $.10 par value (SIP)	A	49628	—	Acquired	127218	Direct
2018-08-03	Common Stock, $.10 par value	F	3801	$29.19	Disposed	13419	Direct

Footnotes

F1: On March 28, 2018, Brown & Brown, Inc. effected a 2-for-1 stock split. The number of shares reported throughout this Form 4 have been adjusted to reflect the stock split.

F2: 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 shares, but full ownership will not vest until the satisfaction of additional service-based conditions.

F3: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 8,270 shares of stock under the Company's SIP.

F4: 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.