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Form 4 GALLAGHER ARTHUR J & CO For: Jan 22 Filed by: Pietrucha Susan E

January 26, 2015 5:43 PM EST
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 *
Pietrucha Susan E

(Last) (First) (Middle)
ARTHUR J. GALLAGHER & CO.
TWO PIERCE PLACE

(Street)
ITASCA IL 60143

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GALLAGHER ARTHUR J & CO [ AJG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2015
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
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
Notional Stock Units $ 0 (1) 01/22/2015   A   693 (2)     (3)   (3) Common Stock 693 $ 0 1,270 D  
Explanation of Responses:
1. Each notional stock unit represents a right to receive one share of Gallagher common stock.
2. The reported amount represents a matching award from the Company with respect to amounts deferred in 2014 by the reporting person pursuant to prior elections under the Supplemental Plan.
3. The notional stock units become payable following the reporting person's separation from service with Gallagher.
/s/ April Hanes-Dowd, by power of attorney 01/26/2015
** 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.
POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and 
appoints each of Kerry S. Abbott, Walter D. Bay, Richard C. Cary, Seth Diehl 
and April Hanes-Dowd her true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned Forms?3, 4, and 5 in 
accordance with Section?16(a) of the Securities Exchange Act of 1934 and the 
rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such Form?3, 4, 
or 5, complete and execute any amendment or amendments thereto, and timely 
file such form with the United States Securities and Exchange Commission and 
any other authority; and
3. take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion of such attorney-in-fact, may be of benefit 
to, in the best interest of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-fact on behalf of 
the undersigned pursuant to this Power of Attorney shall be in such form and 
shall contain such terms and conditions as such attorney-in-fact may approve 
in his or her discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the exercise of any of the rights 
and powers herein granted, as fully to all intents and purposes as the  
undersigned might or could do if personally present, with full power of  
substitution or revocation, hereby ratifying and confirming all that such  
attorney-in-fact, or his or her substitute or substitutes, shall lawfully do  
or cause to be done by virtue of this power of attorney and the rights and 
powers herein granted. The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to   
comply with Section?16 of the Securities Exchange Act of 1934.
       This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms?3, 4, and 5 with respect to 
her holdings of and transactions in securities issued by 
Arthur J. Gallagher & Co., unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 26th day of January, 2015.

____/s/ Susan E. Pietrucha___
        Signature

____ Susan E. Pietrucha _____                             
        Print Name



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