Sec Form 4 Filing - GALLAGHER THOMAS JOSEPH @ GALLAGHER ARTHUR J & CO - 2019-03-14

Insider filing report for Changes in Beneficial Ownership
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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 THOMAS JOSEPH
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)
VICE PRESIDENT
(Last) (First) (Middle)
2850 GOLF ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2019
(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 (restricted) 03/17/2019 M 7,100 D $ 0 0 D
Common Stock 03/17/2019 M 7,100 A $ 0 182,801 D
Common Stock 03/17/2019 F 2,979 D $ 80.28 179,822 D
Common Stock 82,325 I By grantor retained annuity trust
Common Stock 66,709 I By Irrevocable Trust
Common Stock 31,671 I By wife
Common Stock 55,280 I By wife as trustee ( 1 ) ( 2 )
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
Non-qualified Stock Option $ 79.59 03/14/2019 A 28,200 ( 3 ) 03/14/2026 Common Stock 28,200 $ 0 28,200 D
Phantom Stock ( 4 ) 03/18/2019 I 5,648 ( 5 ) ( 5 ) Common Stock 5,648 $ 79.68 146,222.4 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GALLAGHER THOMAS JOSEPH
2850 GOLF ROAD
ROLLING MEADOWS, IL60008-4002
VICE PRESIDENT
Signatures
/s/ Seth Diehl, by power of attorney 03/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
( 2 )These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee.
( 3 )One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
( 4 )Each share of phantom stock represents a right to receive one share of Gallagher common stock.
( 5 )These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards when they attain age 62, or after a one-year period for participants who have attained age 61.

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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