Arthur J. Gallagher & Co. (AJG) Form 4 Arthur J. Gallagher & Co. / DOUGLAS K HOWELL ownership change

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

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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^*

HOWELL DOUGLAS K

(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)
VP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023

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	08/24/2023		M		189,753.206	A	$0	280,601.7722	D
Common Stock	08/24/2023		F		86,231.206	D	$221.53	194,370.5662	D
Common Stock	08/24/2023		S		30,000	D	$225.99(1)	164,370.5662	D
Common Stock	08/25/2023		S		20,000	D	$225.87(2)	144,370.5662	D
Common Stock	08/25/2023		S		10,000	D	$227.02(3)	134,370.5662	D
Common Stock	08/25/2023		S		1,841	D	$229.11(4)	132,529.5662	D
Common Stock	08/28/2023		S		4,588	D	$228.92(5)	127,941.5662	D
Common Stock (restricted)								5,675	D
Common Stock								3,165	I	By Spouse(6)
Common Stock								293.47	I	Gallagher 401(k) plan account

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	(7)	08/24/2023		M			189,753.206	(8)	(8)	Common Stock	189,753.206	$0	4,852.343	D
Notional Stock Units	$0(9)							(10)	(10)	Common Stock	194,300.65		194,300.65	D
Non-qualified Stock Option	$56.86							(11)	03/16/2024	Common Stock	16,800		16,800	D
Non-qualified Stock Option	$70.74							(11)	03/15/2025	Common Stock	14,900		14,900	D
Non-qualified Stock Option	$79.59							(11)	03/14/2026	Common Stock	14,100		14,100	D
Non-qualified Stock Option	$86.17							(11)	03/12/2027	Common Stock	17,130		17,130	D
Non-qualified Stock Option	$127.9							(11)	03/16/2028	Common Stock	31,265		31,265	D
Non-qualified Stock Option	$158.56							(11)	03/15/2029	Common Stock	14,545		14,545	D
Non-qualified Stock Option	$177.09							(11)	03/15/2030	Common Stock	12,107		12,107	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

7. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

8. 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.

9. Each notional stock unit represents a right to receive one share of Gallagher common stock.

10. 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.

11. 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.

	/s/ Seth Diehl, by power of attorney	08/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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