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

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2018-01-01

Reporting Person: PENNY JEROME SCOTT (EVP Chief Acquisitions Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common Stock, $.10 par value	F	3836	$51.46	Disposed	68951	Direct
2018-01-01	Common Stock, $.10 par value	F	1558	$51.46	Disposed	67393	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	17316	Direct
Common Stock, $.10 par value	96	Indirect
Common Stock, $.10 par value	9490	Indirect
Common Stock, $.10 par value (SIP)	72941	Direct
Common Stock, $.10 par value (Jointly Owned)	148989	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 13,712 shares of stock under the Company's Performance Stock Plan ("PSP").

F2: A total of 684 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2017. Number of shares may vary due to dividend reinvestment.

F3: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 5,570 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").

F4: These securities were granted pursuant to the Company's 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.

F5: Reporting Person disclaims beneficial ownership in shares 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 purpose.

F6: Based upon information supplied by the plan record keeper as of December 31, 2017. Number of shares varies periodically based on contributions to plan.

F7: These securities were granted pursuant to the Company's SIP. The reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions.

F8: Owned jointly with spouse.