Douglas K. Howell - Aug 24, 2023 Form 4 Insider Report for Arthur J. Gallagher & Co. (AJG)

Role
VP & Chief Financial Officer
Signature
/s/ Seth Diehl, by power of attorney
Stock symbol
AJG
Transactions as of
Aug 24, 2023
Transactions value $
-$34,142,176
Form type
4
Date filed
8/28/2023, 09:07 PM
Previous filing
Jun 20, 2023
Next filing
Sep 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AJG Common Stock Options Exercise $0 +190K +208.87% $0.00 281K Aug 24, 2023 Direct
transaction AJG Common Stock Tax liability -$19.1M -86.2K -30.73% $221.53 194K Aug 24, 2023 Direct
transaction AJG Common Stock Sale -$6.78M -30K -15.43% $225.99 164K Aug 24, 2023 Direct F1
transaction AJG Common Stock Sale -$4.52M -20K -12.17% $225.87 144K Aug 25, 2023 Direct F2
transaction AJG Common Stock Sale -$2.27M -10K -6.93% $227.02 134K Aug 25, 2023 Direct F3
transaction AJG Common Stock Sale -$422K -1.84K -1.37% $229.11 133K Aug 25, 2023 Direct F4
transaction AJG Common Stock Sale -$1.05M -4.59K -3.46% $228.92 128K Aug 28, 2023 Direct F5
holding AJG Common Stock (restricted) 5.68K Aug 24, 2023 Direct
holding AJG Common Stock 3.17K Aug 24, 2023 By Spouse F6
holding AJG Common Stock 293 Aug 24, 2023 Gallagher 401(k) plan account

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AJG Phantom Stock Options Exercise $0 -190K -97.51% $0.00 4.85K Aug 24, 2023 Common Stock 190K Direct F7, F8
holding AJG Notional Stock Units 194K Aug 24, 2023 Common Stock 194K $0.00 Direct F9, F10
holding AJG Non-qualified Stock Option 16.8K Aug 24, 2023 Common Stock 16.8K $56.86 Direct F11
holding AJG Non-qualified Stock Option 14.9K Aug 24, 2023 Common Stock 14.9K $70.74 Direct F11
holding AJG Non-qualified Stock Option 14.1K Aug 24, 2023 Common Stock 14.1K $79.59 Direct F11
holding AJG Non-qualified Stock Option 17.1K Aug 24, 2023 Common Stock 17.1K $86.17 Direct F11
holding AJG Non-qualified Stock Option 31.3K Aug 24, 2023 Common Stock 31.3K $127.90 Direct F11
holding AJG Non-qualified Stock Option 14.5K Aug 24, 2023 Common Stock 14.5K $158.56 Direct F11
holding AJG Non-qualified Stock Option 12.1K Aug 24, 2023 Common Stock 12.1K $177.09 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
F7 Each share of phantom stock represents a right to receive one share of Gallagher common stock.
F8 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.
F9 Each notional stock unit represents a right to receive one share of Gallagher common stock.
F10 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.
F11 One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

Remarks:

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.