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

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2019-01-01

Reporting Person: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-29	Common Stock, $.10 par value	G	1060	—	Acquired	2353088	Direct
2018-12-31	Common Stock, $.10 par value	G	1608	—	Disposed	2351480	Direct
2018-12-31	Common Stock, $.10 par value	G	1608	—	Acquired	25782	Indirect
2019-01-01	Common Stock, $.10 par value	F	3382	$27.56	Disposed	2361326	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (SIP)	526404	Direct
Common Stock, $.10 par value (PSP)	70960	Direct
Common Stock, $.10 par value	38474	Indirect

Footnotes

F1: 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.

F2: This transaction involved a gift of securities by the Reporting Person to his children, who share the Reporting Person's household. Reporting Person disclaims beneficial ownership of securities 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 reporting.

F3: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 13,228 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").

F4: These securities were granted pursuant to the 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.

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