Sec Form 4 Filing - PENNY JEROME SCOTT @ BROWN & BROWN, INC. - 2018-08-03

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
PENNY JEROME SCOTT
2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC. [ BRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Chief Acquisitions Officer
(Last) (First) (Middle)
220 S. RIDGEWOOD AVE.
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2018
(Street)
DAYTONA BEACH, FL32114
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, $.10 par value (SIP) 08/03/2018 A 49,628 ( 1 ) ( 2 ) A $ 0 190,264 ( 1 ) D
Common Stock, $.10 par value 08/03/2018 F 3,255 ( 1 ) ( 3 ) D $ 29.19 140,921 ( 1 ) ( 4 ) D
Common Stock, $.10 par value (PSP) 34,632 ( 1 ) ( 5 ) D
Common Stock, $.10 par value 192 ( 1 ) I Children ( 6 )
Common Stock, $.10 par value 18,980 ( 1 ) I By 401k
Common Stock, $.10 par value (Jointly Owned) 297,978 ( 1 ) ( 7 ) 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
PENNY JEROME SCOTT
220 S. RIDGEWOOD AVE.
DAYTONA BEACH, FL32114
EVP Chief Acquisitions Officer
Signatures
J. Scott Penny 08/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 28, 2018, Brown & Brown, Inc. effected a 2-for-1 stock split. The number of shares reported throughout this Form 4 have been adjusted to reflect the stock split.
( 2 )These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The initial grant was made on July 1, 2013, but was subject to the satisfaction of performance-based conditions established in connection with this grant. On August 3, 2018, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.
( 3 )Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 8,270 shares of stock under the Company's SIP.
( 4 )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.
( 5 )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.
( 6 )Reporting Person disclaims beneficial ownership in shares 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 purpose.
( 7 )Owned jointly with spouse.

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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