Sec Form 5 Filing - HOWELL DOUGLAS K @ GALLAGHER ARTHUR J & CO - 2018-12-31

FORM 5 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 HOWELL DOUGLAS K 2. Issuer Name and Ticker or Trading Symbol GALLAGHER ARTHUR J & CO [ AJG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & Chief Financial Officer (Last) (First) (Middle) 2850 GOLF ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (Street) ROLLING MEADOWS, IL60008-4002 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 07/10/2018 G V 326 A $ 0 2,605 I By Spouse ( 1 ) Common Stock 07/10/2018 G V 326 D $ 0 42,576.6803 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 Notional Stock Units $ 0 ( 2 ) 12/31/2018 I V 4,255 ( 3 ) ( 4 ) ( 4 ) Common Stock 4,255 $ 0 ( 3 ) 151,146 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOWELL DOUGLAS K 2850 GOLF ROAD ROLLING MEADOWS, IL60008-4002 VP & Chief Financial Officer Signatures /s/ April Hanes-Dowd, by power of attorney 02/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership. ( 2 )Each notional stock unit represents a right to receive one share of Gallagher common stock. ( 3 )In accordance with applicable SEC staff guidance, the reporting person has elected to report periodic investments throughout the year into the Gallagher stock fund under this plan (the Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan) on an aggregate basis on Form 5. ( 4 )Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2019, 2020, 2021, 2022, 2023, and following the reporting person's separation from service.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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