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

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2019-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-25	Common Stock, $.10 par value (SIP)	A	20322	—	Acquired	181018	Direct
2019-02-25	Common Stock, $.10 par value (SIP)	A	3812	—	Acquired	184830	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	163090	Direct
Common Stock, $.10 par value (PSP)	34632	Direct
Common Stock, $.10 par value	192	Indirect
Common Stock, $.10 par value	18913	Indirect
Common Stock, $.10 par value (Jointly Owned)	297978	Direct

Footnotes

F1: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The initial grant was made on March 23, 2016, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On February 25, 2019, 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.

F2: 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.

F3: 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.

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: 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, 2018. Number of shares varies periodically based on contributions to plan.

F7: Owned jointly with spouse.