Sec Form 4 Filing - Hoepner Theodore J @ BROWN & BROWN, INC. - 2022-11-04

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
Hoepner Theodore J
2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC. [ BRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 N. BEACH STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2022
(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 11/04/2022 G V 5,000 D $ 0 110,228 D
Common Stock, $.10 par value 11/04/2022 J( 1 ) 22,500 D $ 55.89 87,728 D
Common Stock, $.10 par value 11/04/2022 J( 2 ) 22,500 D $ 55.89 65,228 D
Common Stock, $.10 par value 11/04/2022 G V 2,500 A $ 0 25,000 I Irrevocable Trust( 1 )
Common Stock, $.10 par value 11/04/2022 G V 2,500 A $ 0 25,000 I Irrevocable Trust( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoepner Theodore J
300 N. BEACH STREET
DAYTONA BEACH, FL32114
X
Signatures
/s/ Theodore J. Hoepner 11/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 3, 2022, in accordance with the Reporting Person's tax planning strategy, the Reporting Person transferred 22,500 shares to an irrevocable trust, of which the Reporting Person's spouse is the sole trustee and the Reporting Person's son and the Reporting Person's son's descendants are the beneficiaries, in exchange for a promissory note payable to the Reporting Person in the principal amount of $1,257,525. The transfer resulted in a decrease in the number of shares the Reporting Person beneficially owns directly and a corresponding increase in the number of shares the Reporting Person beneficially owns indirectly through the irrevocable trust. The Reporting Person believes this transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
( 2 )On November 3, 2022, in accordance with the Reporting Person's tax planning strategy, the Reporting Person transferred 22,500 shares to an irrevocable trust, of which the Reporting Person's spouse is the sole trustee and the Reporting Person's daughter and the Reporting Person's daughter's descendants are the beneficiaries, in exchange for a promissory note payable to the Reporting Person in the principal amount of $1,257,525. The transfer resulted in a decrease in the number of shares the Reporting Person beneficially owns directly and a corresponding increase in the number of shares the Reporting Person beneficially owns indirectly through the irrevocable trust. The Reporting Person believes this transfer constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

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).
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