Sec Form 4 Filing - PENNY JEROME SCOTT @ BROWN & BROWN INC - 2012-06-27

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)
Reginal President
(Last) (First) (Middle)
220 S. RIDGEWOOD AVE.
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2012
(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 (Jointly Owned) 06/27/2012 S 20,000 D $ 26.5 129,363 D ( 1 )
Common Stock, $.10 par value 7,417 D ( 2 )
Common Stock, $.10 par value (PSP) 185,622 ( 3 ) D
Common Stock, $.10 par value (SIP) 50,127 D ( 4 )
Common Stock, $.10 par value 23,091 I By 401k ( 5 )
Common Stock, $.10 par value 96 I Children ( 6 )
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
Stock Options ( 7 ) $ 15.78 01/22/2006 03/23/2013 Common Stock, $.10 par value 54,656 54,656 D
Stock Options ( 7 ) $ 18.48 11/11/2010 02/26/2018 Common Stock, $.10 par value 20,000 20,000 D
Stock Options ( 7 ) $ 18.48 11/26/2017 02/26/2018 Common Stock, $.10 par value 80,000 ( 8 ) 80,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PENNY JEROME SCOTT
220 S. RIDGEWOOD AVE.
DAYTONA BEACH, FL32114
Reginal President
Signatures
J. Scott Penny 06/28/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Owned jointly with spouse.
( 2 )A total of 1,516 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2011. Number of shares may vary due to dividend reinvestment.
( 3 )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 a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.
( 4 )These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.
( 5 )Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.
( 6 )Reporting Person disclaims beneficial ownership of securities 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 )Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
( 8 )These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

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