SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cavaness Joel D

(Last) (First) (Middle)
2850 GOLF ROAD

(Street)
ROLLING MEADOWS IL 60008-4002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2021
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/15/2021 J(1) 1,524.1 A $0 1,524.1 I By Spouse
Common Stock (restricted) 05/15/2021 J(1) 2,185(2)(3) A $0 2,185 I By Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (4) 05/15/2021 J(1) 963.2(5) (6) (6) Common Stock 963.2 $0 963.2 I By Spouse
Non-qualified Stock Option $43.71 05/15/2021 J(1) 2,600 (7) 03/17/2023 Common Stock 2,600 $43.71 26,200 D
Non-qualified Stock Option $56.86 05/15/2021 J(1) 1,600 (7) 03/16/2024 Common Stock 1,600 $56.86 24,900 D
Non-qualified Stock Option $70.74 05/15/2021 J(1) 1,150 (7) 03/15/2025 Common Stock 1,150 $70.74 19,450 D
Non-qualified Stock Option $79.59 05/15/2021 J(1) 1,100 (7) 03/14/2026 Common Stock 1,100 $79.59 18,350 D
Non-qualified Stock Option $86.17 05/15/2021 J(1) 1,310 (7) 03/12/2027 Common Stock 1,310 $86.17 20,470 D
Non-qualified Stock Option $127.9 05/15/2021 J(1) 1,210 (7) 03/16/2028 Common Stock 1,210 $127.9 20,945 D
Explanation of Responses:
1. Deemed acquired due to marriage on May 15, 2021.
2. Consists of 600 RSUs granted 3/16/2017; 500 RSUs granted 3/15/2018; 450 RSUs granted 3/14/2019; 440 RSUs granted 3/12/2020; and 195 RSUs granted 3/16/2021.
3. Restricted stock unit award vesting five years after the date of grant.
4. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
5. This award was granted in 2017 and vests on March 31, 2022.
6. These shares represent awards under the Deferred Cash Participation Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the participant. Participants vest in these awards on the fifth anniversary of the date of grant.
7. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
/s/ Seth Diehl, by power of attorney 05/18/2021
** 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.