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: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-03	Common Stock, $.10 par value (SIP)	A	93052	—	Acquired	539632	Direct
2018-08-03	Common Stock, $.10 par value	F	6104	$29.19	Disposed	2352028	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	70960	Direct
Common Stock, $.10 par value	24174	Indirect
Common Stock, $.10 par value	38474	Indirect

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 15,510 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.

F5: 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.

F6: Reporting person disclaims beneficial ownership of securities owned by children who share the 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 purpose.

F7: Based upon information supplied by the plan record keeper as of December 31, 2017. Number of shares varies periodically based on contributions to plan.