Statement of Changes in Beneficial Ownership (4)
January 04 2021 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BROWN J POWELL |
2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC.
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BRO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
220 SOUTH RIDGEWOOD AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2021 |
(Street)
DAYTONA BEACH, FL 32114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $.10 par value | 11/25/2020 | | G |
V
| 640 | A | $0.00 | 2439135 (1) | D | |
Common Stock, $.10 par value | 12/31/2020 | | G |
V
| 1555 | D | $0.00 | 2437580 (1) | D | |
Common Stock, $.10 par value | 1/1/2021 | | F | | 12601 (2) | D | $47.41 | 2464663 (1) | D | |
Common Stock, $.10 par value | 12/31/2020 | | G |
V
| 1555 | A | $0.00 | 30558 | I | Children (3) |
Common Stock, $.10 par value | | | | | | | | 41453 (4) | I | 401k |
Common Stock, $.10 par value (2010 SIP) | | | | | | | | 545441 (5) | D | |
Common Stock, $.10 par value (2019 SIP) | | | | | | | | 15460 (6) | D | |
Common Stock, $.10 par value (PSP) | | | | | | | | 70960 (7) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | A total of 696 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2020. Number of shares may vary due to dividend reinvestment. |
(2) | Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 39,684 shares of stock under the Company's 2010 Stock Incentive Plan ("2010 SIP"). |
(3) | Reporting person disclaims beneficial ownership of securities owned by children who share the 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. |
(4) | Based upon information supplied by the plan record keeper as of March 2, 2020. Number of shares varies periodically based on contributions to plan. |
(5) | These securities were granted pursuant to the Company's 2010 SIP. The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. |
(6) | These securities were granted pursuant to the Company's 2019 Stock Incentive Plan ("2019 SIP"). The Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of service-based conditions. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BROWN J POWELL 220 SOUTH RIDGEWOOD AVENUE DAYTONA BEACH, FL 32114 | X |
| President and CEO |
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Signatures
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/s/ Anthony M. Robinson, for J. Powell Brown, per Power of Attorney | | 1/4/2021 |
**Signature of Reporting Person | Date |
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