0001127602-23-023306.txt : 20230828 0001127602-23-023306.hdr.sgml : 20230828 20230828210723 ACCESSION NUMBER: 0001127602-23-023306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230824 FILED AS OF DATE: 20230828 DATE AS OF CHANGE: 20230828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOWELL DOUGLAS K CENTRAL INDEX KEY: 0001222374 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09761 FILM NUMBER: 231217742 MAIL ADDRESS: STREET 1: ARTHUR J. GALLAGHER & CO. STREET 2: TWO PIERCE PLACE CITY: ITASCA STATE: IL ZIP: 60143 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arthur J. Gallagher & Co. CENTRAL INDEX KEY: 0000354190 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 362151613 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2850 GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008-4050 BUSINESS PHONE: 630-773-3800 MAIL ADDRESS: STREET 1: 2850 GOLF ROAD CITY: ROLLING MEADOWS STATE: IL ZIP: 60008-4050 FORMER COMPANY: FORMER CONFORMED NAME: ARTHUR J. GALLAGHER & CO. DATE OF NAME CHANGE: 20190819 FORMER COMPANY: FORMER CONFORMED NAME: GALLAGHER ARTHUR J & CO DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0508 4 2023-08-24 0000354190 Arthur J. Gallagher & Co. AJG 0001222374 HOWELL DOUGLAS K 2850 GOLF ROAD ROLLING MEADOWS IL 60008-4002 1 VP & Chief Financial Officer 0 Common Stock 2023-08-24 4 M 0 189753.206 0 A 280601.7722 D Common Stock 2023-08-24 4 F 0 86231.206 221.53 D 194370.5662 D Common Stock 2023-08-24 4 S 0 30000 225.99 D 164370.5662 D Common Stock 2023-08-25 4 S 0 20000 225.87 D 144370.5662 D Common Stock 2023-08-25 4 S 0 10000 227.02 D 134370.5662 D Common Stock 2023-08-25 4 S 0 1841 229.11 D 132529.5662 D Common Stock 2023-08-28 4 S 0 4588 228.92 D 127941.5662 D Common Stock (restricted) 5675 D Common Stock 3165 I By Spouse Common Stock 293.47 I Gallagher 401(k) plan account Phantom Stock 2023-08-24 4 M 0 189753.206 0 D Common Stock 189753.206 4852.343 D Notional Stock Units 0 Common Stock 194300.65 194300.65 D Non-qualified Stock Option 56.86 2024-03-16 Common Stock 16800 16800 D Non-qualified Stock Option 70.74 2025-03-15 Common Stock 14900 14900 D Non-qualified Stock Option 79.59 2026-03-14 Common Stock 14100 14100 D Non-qualified Stock Option 86.17 2027-03-12 Common Stock 17130 17130 D Non-qualified Stock Option 127.90 2028-03-16 Common Stock 31265 31265 D Non-qualified Stock Option 158.56 2029-03-15 Common Stock 14545 14545 D Non-qualified Stock Option 177.09 2030-03-15 Common Stock 12107 12107 D The price reported is an average weighted price. The shares were sold in multiple transactions on 8/24/2023 at prices ranging from $225.75 to $226.16. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/25/2023 at prices ranging from $225.75 to $225.99. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/25/2023 at prices ranging from $227.00 to $227.26. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/25/2023 at prices ranging from $229.10 to $229.14. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/28/2023 at prices ranging from $228.90 to $229.12. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership. Each share of phantom stock represents a right to receive one share of Gallagher common stock. 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. Each notional stock unit represents a right to receive one share of Gallagher common stock. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025, 2026 and 2027 and following the reporting person's separation from service. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. This filing reports: (1) the distribution, following administrative processing after vesting, of Gallagher common stock in the Age 62 Plan; (2) the withholding of shares to cover applicable taxes; and (3) the sale of a portion of net shares received upon distribution. /s/ Seth Diehl, by power of attorney 2023-08-28