BROWN & BROWN, INC. — Director's Dealing 2019

Dec 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2019-12-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-19	Common Stock, $.10 par value (Jointly Owned)	S	30000	$39.4667	Disposed	357056	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (SIP)	176558	Direct
Common Stock, $.10 par value (PSP)	34632	Direct
Common Stock, $.10 par value	19311	Indirect
Common Stock, $.10 par value	192	Indirect
Common Stock, $.10 par value	81784	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39.4300 to $39.5051, inclusive. The Reporting Person undertakes to provide Brown & Brown, Inc., any security holder of Brown & Brown, inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Owned jointly with spouse.

F3: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan. 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.

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.

F5: Based upon information supplied by the plan record keeper as of February 25, 2019. Number of shares varies periodically based on contributions to plan.

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: A total of 862 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2019. Number of shares may vary due to dividend reinvestment.