SEC FORM 3

SEC Form 3

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^*

Cavaness Joel D

(Last)

(First)

(Middle)

2 PIERCE PLACE

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2016

3. Issuer Name and Ticker or Trading Symbol
GALLAGHER ARTHUR J & CO [ AJG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
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	104,602	D
Common Stock (restricted)	8,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock	⁽¹⁾	⁽¹⁾	Common Stock	109,158	⁽²⁾	D
Non-qualified Stock Option	⁽³⁾	03/02/2017	Common Stock	6,897	$24.13	D
Non-qualified Stock Option	⁽³⁾	05/15/2017	Common Stock	2,833	$28.65	D
Non-qualified Stock Option	⁽³⁾	03/05/2018	Common Stock	4,440	$23.76	D
Non-qualified Stock Option	⁽³⁾	03/08/2018	Common Stock	7,400	$30.95	D
Non-qualified Stock Option	⁽⁴⁾	03/16/2019	Common Stock	10,600	$35.71	D
Non-qualified Stock Option	⁽⁴⁾	03/13/2020	Common Stock	15,000	$39.17	D
Non-qualified Stock Option	⁽⁴⁾	03/12/2021	Common Stock	14,500	$46.87	D
Non-qualified Stock Option	⁽⁴⁾	03/11/2022	Common Stock	11,600	$46.17	D
Notional Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	2,047	⁽⁶⁾	D
Notional Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	163,932	⁽⁶⁾	D
Notional Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	2,047	⁽⁶⁾	D
Notional Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	2,047	⁽⁶⁾	D

Explanation of Responses:

1. 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.

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

3. The stock option becomes exercisable 20% each year on the anniversary of the grant date.

4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

5. The notional stock units become payable over a five-year period beginning July 2027.

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

7. The notional stock units become payable following the reporting person's separation from service with Gallagher.

8. The notional stock units become payable over a five-year period beginning July 2028.

9. The notional stock units become payable in July 2028.

	/s/ Seth Diehl, by power of attorney	02/05/2016
	** 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).
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