BROWN & BROWN, INC. — Director's Dealing 2020

Jan 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN, INC. (BRO)
CIK: 0000079282
Period of Report: 2020-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-17	Common Stock, $.10 par value	G	800	$0.00	Acquired	2384501	Direct
2019-12-31	Common Stock, .10 par value	G	3221	$0.00	Disposed	2381280	Direct
2019-12-31	Common Stock, $.10 par value	G	3221	$0.00	Acquired	29003	Indirect
2020-01-21	Common Stock, $.10 par value	F	6396	$41.41	Disposed	2400176	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	70960	Direct
Common Stock, $.10 par value (SIP)	551219	Direct
Common Stock, $.10 par value	40144	Indirect

Footnotes

F1: 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.

F2: This transaction involved a gift of securities by the Reporting Person to his children, who share the Reporting Persons household. Reporting Person disclaims beneficial ownership of securities owned by children who share Reporting Persons 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 25,292 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").

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: These securities were granted pursuant to the Company's 2010 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.

F6: Based upon information supplied by the plan record keeper as of December 31, 2019. Number of shares varies periodically based on contributions to plan.