Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HOWELL DOUGLAS K
  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)
VP & Chief Financial Officer
(Last)
(First)
(Middle)
ARTHUR J. GALLAGHER & CO., TWO PIERCE PLACE
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2016
(Street)

ITASCA, IL 60143
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (restricted) 03/16/2016   M   1,987 D $ 42.97 35,069 D  
Common Stock 03/16/2016   M   1,987 A $ 42.97 32,231.742 D  
Common Stock (restricted) 03/16/2016   M   5,963 D (1) 29,106 D  
Common Stock (restricted) 03/17/2016   A   5,350 A $ 0 34,456 D  
Common Stock               350 I By Spouse (2)

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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 Underlying Securities
(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 of Derivative Security: 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 (1) 03/16/2016   M   5,963     (3)   (3) Common Stock 5,963 (1) 5,963 D  
Non-qualified Stock Option $ 43.71 03/17/2016   A   26,700     (4) 03/17/2023 Common Stock 26,700 $ 0 26,700 D  
Phantom Stock (5) 03/18/2016   A   10,453 (6)     (7)   (7) Common Stock 10,453 $ 0 130,174 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOWELL DOUGLAS K
ARTHUR J. GALLAGHER & CO.
TWO PIERCE PLACE
ITASCA, IL 60143
      VP & Chief Financial Officer  

Signatures

 /s/ April Hanes-Dowd, by power of attorney   03/18/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each notional stock unit represents a right to receive one share of Gallagher common stock.
(2) The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
(3) The notional stock units become payable in July 2017.
(4) One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(5) Each share of phantom stock represents a right to receive one share of Gallagher common stock.
(6) The reported transaction resulted from the Company's allocation of an award to the reporting person under the Company's Age 62 Plan.
(7) 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.

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