DOWNS LINDA S 4

4 · BROWN & BROWN INC · Filed Jan 2, 2013

Form 4

Period: 2012-12-31

Executive Vice President

Transactions

Exercise/Conversion
Common Stock, $.10 par value
2012-12-31$15.78/sh+108,226$1,707,806→ 542,337 total
Tax Payment
Common Stock, $.10 par value
2012-12-31$25.32/sh−13,993$354,303→ 528,344 total
Exercise/Conversion
Stock Options
2012-12-31$15.78/sh−108,226$1,707,806→ 0 total
Exercise: $15.78From: 2012-12-23Exp: 2013-03-24→ Common Stock, $.10 par value (108,226 underlying)
Tax Payment
Common Stock, $.10 par value
2012-12-31$25.32/sh−67,449$1,707,809→ 460,895 total
Gift
Common Stock, $.10 par value
2012-12-28−5,080→ 434,111 total

Holdings

Common Stock, $.10 par value (PSP)
87,850
Stock Options
Exercise: $18.48From: 2017-11-26Exp: 2018-02-26→ Common Stock, $.10 par value (88,000 underlying)
88,000
Common Stock, $.10 par value (SIP)
50,127
Stock Options
Exercise: $18.48From: 2010-11-11Exp: 2018-02-26→ Common Stock, $.10 par value (16,589 underlying)
16,589

Footnotes (7)

[F1]Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 108,226 shares under the Company's 2000 Incentive Stock Option Plan.
[F2]These securities were surrendered in payment of the exercise price of options for 108,226 shares under the Company's 2000 Incentive Stock Option Plan.
[F3]Number of shares may vary due to dividend reinvestment.
[F4]These securities were granted pursuant to the Company's 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.
[F5]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.
[F6]Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
[F7]These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

Documents

1 file