FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BROWN & BROWN, INC. [ BRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/24/2022 | F | 17,356(1) | D | $64.23 | 116,074 | D | |||
Common Stock, $.10 par value | 02/25/2022 | F | 6,307(2) | D | $66.15 | 123,491 | D | |||
Common Stock, $.10 par value | 02/26/2022 | F | 8,237(3) | D | $67.59 | 133,179(4) | D | |||
Common Stock, $.10 par value (2010 SIP) | 22,166(5) | D | ||||||||
Common Stock, $10 par value (2019 SIP) | 35,628(6) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 37,771 shares of stock under the Company's 2010 Stock Incentive Plan ("2010 SIP"). |
2. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 13,724 shares of stock under the Company's 2010 SIP. |
3. Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 17,925 shares of stock under the Company's 2010 SIP. |
4. A total of 549 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2021. Number of shares may vary due to dividend reinvestment. |
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"). With respect to securities that are restricted stock awards, 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. With respect to securities that are restricted stock units, the Reporting Person has dividend equivalent entitlement, but shares will not be delivered until the satisfaction of service-based conditions or the Reporting Person's qualified retirement. |
Remarks: |
/s/ Anthony M. Robinson, per power of attorney | 02/28/2022 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |