SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BROWN HYATT J

(Last) (First) (Middle)
300 N. BEACH STREET

(Street)
DAYTONA BEACH FL 32114

(City) (State) (Zip)
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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, $.10 par value 11/24/2021 G 2,400,000 D $0.00 0(1) D
Common Stock, $.10 par value 11/24/2021 G 2,400,000 A $0.00 2,400,000 I Charitable Lead Annuity Trust(2)
Common Stock, $.10 par value 11/30/2021 G 1,380 D $0.00 0(3)(4) I Revocable Trust(5)
Common Stock, $.10 par value 12/31/2021 G 15,452 D $0.00 2,384,548 I Charitable Lead Annuity Trust(2)
Common Stock, $.10 par value 37,606,578(1)(4) I Limited Partnership(6)
Common Stock, $.10 par value 136,000 I IRA
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 (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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Amount reflects 2,375,674 shares transferred from the Limited Partnership to the Reporting Person individually in October 2021 and 24,326 shares transferred from the Limited Partnership to the Reporting Person individually in November 2021.
2. These shares are held by the James Hyatt Brown Nongrantor Charitable Lead Annuity Trust, of which the Reporting Person's spouse and three children are the trustees and of which his three children are the remainder beneficiaries.
3. Amount reflects 1,380 shares transferred from the Limited Partnership to the Revocable Trust in November 2021.
4. Amount reflects a correction to the Reporting Person's previous filings, which overstated the holdings of the Revocable Trust by 55,914 and understated the holdings of the Limited Partnership by 55,914.
5. These shares are held by a revocable trust (the "Revocable Trust"), of which the Reporting Person and his spouse are the sole trustees and beneficiaries.
6. These shares are held by Ormond Riverside, Limited Partnership (the "Limited Partnership"), of which Swakopmund, Inc. is the General Partner that has voting and investment power over such shares. Swakopmund, Inc. is 100% owned by the Swakopmund Trust of 2009, a revocable trust created by the Reporting Person, who is the sole trustee thereof and retains the sole voting and investment powers with respect to all the shares of Swakopmund, Inc.
Remarks:
/s/ J. Hyatt Brown 02/14/2022
** 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.