Sec Form 4 Filing - GALLAGHER J PATRICK JR @ GALLAGHER ARTHUR J & CO - 2012-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GALLAGHER J PATRICK JR 2. Issuer Name and Ticker or Trading Symbol GALLAGHER ARTHUR J & CO [ AJG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) ARTHUR J. GALLAGHER & CO., TWO PIERCE PLACE 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2012 (Street) ITASCA, IL60143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/14/2012 S 50,000 ( 1 ) D $ 35.105 ( 1 ) 106,320.507 D Common Stock 02/14/2012 P 50,000 ( 1 ) A $ 35.105 ( 1 ) 113,814 I By Spouse ( 2 ) Common Stock 150,000 I By Corporation Common Stock 186,500 I By Trust ( 3 ) ( 4 ) Common Stock 108,086 I By Trust 2 Common Stock (restricted) 25,245 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALLAGHER J PATRICK JR ARTHUR J. GALLAGHER & CO. TWO PIERCE PLACE ITASCA, IL60143 X President & CEO Signatures /s/ April Hanes-Dowd 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Gallagher sold these shares to the Family Trust under the J. Patrick Gallagher, Jr. 2002 GRAT, of which his wife Anne M. Gallagher is the sole trustee, in exchange for a promissory note. The principal amount of the note was based on a price per share calculated using the average of the high and low price of Gallagher's common stock on the transaction date. The note also provides for the payment of interest at an annual rate of 1.12%. The outstanding principal, along with any accrued and unpaid interest, is due and payable on February 13, 2021. ( 2 )Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership. ( 3 )Held in trust for benefit of children. ( 4 )Held in trust for benefit of minor children.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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