0000949308-14-000003.txt : 20140213 0000949308-14-000003.hdr.sgml : 20140213 20140213162421 ACCESSION NUMBER: 0000949308-14-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALLAGHER ARTHUR J & CO CENTRAL INDEX KEY: 0000354190 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 362151613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37242 FILM NUMBER: 14606464 BUSINESS ADDRESS: STREET 1: TWO PIERCE PLACE CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6307733800 MAIL ADDRESS: STREET 1: TWO PIERCE PLACE CITY: ITASCA STATE: IL ZIP: 60143-3141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000949308 IRS NUMBER: 954154357 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 BUSINESS PHONE: 2134869501 MAIL ADDRESS: STREET 1: CAPITAL GROUP INTERNATIONAL INC STREET 2: 11100 SANTA MONICA BLVD 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 SC 13G 1 edgajg.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arthur J. Gallagher & Co (Name of Issuer) Common Stock (Title of Class of Securities) 363576109 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 363576109 Page 1 of 8 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Group International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 7,670,521 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 7,676,221 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,676,221 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP: 363576109 Page 2 of 8 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital International Investors 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 5 SOLE VOTING POWER 7,277,537 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 7,277,537 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,277,537 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP: 363576109 Page 3 of 8 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. Item 1(a) Name of Issuer: Arthur J. Gallagher & Co Item 1(b) Address of Issuer's Principal Executive Offices: Two Pierce Place Itasca, IL 60143-3141 Item 2(a) Name of Person(s) Filing: Capital Group International, Inc. and Capital International Investors Item 2(b) Address of Principal Business Office or, if none, Residence: 11100 Santa Monica Blvd. Los Angeles, CA 90025 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 363576109 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: See pages 2 and 3 Capital Group International, Inc. ("CGII") is the parent holding company of a group of investment management companies CUSIP: 363576109 Page 4 of 8 that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. CGII does not have investment power or voting power over any of the securities reported herein. However, by virtue of Rule 13d-3 under the Act, CGII may be deemed to "beneficially own" 7,676,221 shares or 5.8% of the 131,538,000 shares believed to be outstanding. Capital International Investors is deemed to be the beneficial owner of 7,277,537 shares or 5.5% of the 131,538,000 shares believed to be outstanding as a result of Capital Research and Management Company acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. CGII, its investment management subsidiaries and Capital International Investors division of Capital Research and Management Company collectively provide investment management services under the name "Capital International Investors." Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. 1. Capital International Investors ("CII") is a division of Capital Research and Management Company. Capital Research and Management Company is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. 2. Capital Guardian Trust Company ("CGTC") is a bank as defined in Section 3(a)(6) of the Act and an investment adviser registered under Section 203 of the Investment Adviser Act of 1940, and a wholly owned subsidiary of Capital Group International, Inc. 3. Capital International Limited ("CIL") does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CIL is a wholly owned subsidiary of Capital Group International, Inc. CUSIP: 363576109 Page 5 of 8 4. Capital International Sarl ("CISA") does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2014 Signature: ***Peter C. Kelly Name/Title: Peter C. Kelly, Secretary Capital Group International, Inc. Date: February 10, 2014 Signature: **Robert W. Lovelace Name/Title: Robert W. Lovelace, Senior Vice President Capital International Investors ***By /s/ Liliane Corzo Liliane Corzo Attorney-in-fact Signed pursuant to a Power of Attorney dated January 9, 2014 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 7, 2014 with respect to Seattle Genetics Incorporated. CUSIP: 363576109 Page 6 of 8 CUSIP: 363576109 Page 7 of 8 AGREEMENT Los Angeles, CA Capital Group International, Inc. ("CGII") and Capital International Investors ("CII") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of Common Stock issued by Arthur J. Gallagher & Co. CGII and CII state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGII and CII are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GROUP INTERNATIONAL, INC. BY: ***Peter C. Kelly Peter C. Kelly, Secretary Capital Group International, Inc. CAPITAL INTERNATIONAL INVESTORS BY: **Robert W. Lovelace Robert W. Lovelace, Senior Vice President Capital International Investors ***B /s/ Liliane Corzo y Liliane Corzo Attorney-in-fact Signed pursuant to a Power of Attorney dated January 9, 2014 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 7, 2014 with respect to Seattle Genetics Incorporated CUSIP: 363576109 Page 8 of 8