Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 4:08PM
Edgar (US Regulatory)
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 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
*
GALLAGHER THOMAS JOSEPH |
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co.
[
AJG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE PRESIDENT |
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(Last)
(First)
(Middle)
2850 GOLF ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2020 |
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(Street)
ROLLING MEADOWS, IL 60008-4002
(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 (restricted) | 3/16/2020 | | A | | 17974 (1) | A | $0 | 17974 | D | |
| Common Stock (restricted) | 3/16/2020 | | M | | 17974 | D | $0 | 0 | D | |
| Common Stock | 3/16/2020 | | M | | 17974 | A | $0 | 192049 | D | |
| Common Stock | 3/16/2020 | | F | | 7604 | D | $79.85 | 184445 | D | |
| Common Stock | | | | | | | | 96007 | I | By grantor retained annuity trust |
| Common Stock | | | | | | | | 66709 | I | By Irrevocable Trust |
| Common Stock | | | | | | | | 31671 | I | By wife |
| Common Stock | | | | | | | | 55280 | I | By wife as trustee (2)(3) |
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 |
| Phantom Stock | (4) | 3/13/2020 | | I | | 5795.1 | | (5) | (5) | Common Stock | 5795.1 | $86.28 | 154872 | D | |
| Explanation of Responses: |
| (1) | Performance share units (awarded on March 16, 2017) earned and vested as of March 16, 2020. |
| (2) | The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (3) | These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee. |
| (4) | Each share of phantom stock represents a right to receive one share of Gallagher common stock. |
| (5) | These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards when they attain age 62, or after a one-year period for participants who have attained age 61. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GALLAGHER THOMAS JOSEPH
2850 GOLF ROAD
ROLLING MEADOWS, IL 60008-4002 |
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| VICE PRESIDENT |
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Signatures
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| /s/ April Hanes-Dowd, by power of attorney | | 3/17/2020 |
| **Signature of Reporting Person | Date |
Arthur J Gallagher (NYSE:AJG)
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