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

Jan 2, 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: LLOYD ROBERT W (EVP, Secy, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common Stock, $.10 par value	F	485	$51.46	Disposed	11311	Direct
2018-01-01	Common Stock, $.10 par value	F	739	$51.46	Disposed	10572	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	10524	Direct
Common Stock, $.10 par value (SIP)	22262	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 1,600 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 2,437 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: 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.