FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/23/2013 |
3. Issuer Name and Ticker or Trading Symbol
GALLAGHER ARTHUR J & CO [ AJG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 111,714 | D | |
Common Stock | 85,875 | I | Age 62 Plan(1) |
Common Stock | 8,534 | I | By children(2) |
Common Stock | 92,890 | I | By grantor retained annuity trust |
Common Stock | 31,671 | I | By wife |
Common Stock | 55,280 | I | By wife as trustee(3)(4) |
Common Stock (restricted) | 10,580 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non-qualified Stock Option | (5) | 04/01/2014 | Common Stock | 1,502 | $33.28 | D | |
Non-qualified Stock Option | (5) | 07/22/2014 | Common Stock | 30,000 | $29.42 | D | |
Non-qualified Stock Option | (5) | 07/21/2015 | Common Stock | 25,000 | $27.25 | D | |
Non-qualified Stock Option | (6) | 03/02/2017 | Common Stock | 8,276 | $24.13 | D | |
Non-qualified Stock Option | (6) | 05/15/2017 | Common Stock | 2,917 | $28.65 | D | |
Non-qualified Stock Option | (6) | 03/05/2018 | Common Stock | 3,552 | $23.76 | D | |
Non-qualified Stock Option | (6) | 03/08/2018 | Common Stock | 11,500 | $30.95 | D | |
Non-qualified Stock Option | (7) | 03/16/2019 | Common Stock | 15,200 | $35.71 | D | |
Non-qualified Stock Option | (7) | 03/13/2020 | Common Stock | 21,300 | $39.17 | D |
Explanation of Responses: |
1. The Age 62 Plan is a nonqualified deferred compensation plan of the Company. Under the plan, awards that are deemed invested in Company common stock must be settled in shares of Company common stock and are disclosed on this report. Participants do not vest in awards until they attain age 62, and do not have investment or voting control with respect to the investment vehicles in which their awards are deemed invested. |
2. These shares are held by the reporting person's son and daughter sharing his household. |
3. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
4. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee. |
5. The stock option becomes exercisable 10% each year, commencing January 1 after the date of grant. |
6. The stock option becomes exercisable 20% each year on the anniversary of the grant date. |
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 | 10/30/2013 | |
** 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 5 (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. |