SEC Form 4 · accession 0000899243-16-011213
WILLIS TOWERS WATSON PLC · WTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Celia Brown
Other
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001140536
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, nominal value $0.000304635 per shareF1,F2 | Jan 4, 2015 | A | 3,260 | $0.00 | A | 16,023 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Comprised of 3,260 time-based restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer and reflects (i) the conversion of the performance-based restricted share units previously granted in 2014 under the 2012 Equity Incentive Plan of willis Group Holdings plc ("willis") into RSUs and (ii) the adjustment of Willis's shares to consolidate every 2.649 shares into one share, in each case, in connection with the closing of the Merger of Willis and Towers Watson & Co. on January 4, 2016 (the "Merger"), a description of which is available in the Registration Statement on Form S-4 previously filed with the Securities and Exchange Commission. The RSUs are scheduled to vest on March 5, 2017.
- F2Adjusted to reflect the consolidation of Willis's shares in connection with Merger and includes an aggregate of 9,715 RSUs, subject to the satisfaction of vesting requirements and 528.6998 shares under the Issuer's Employee Stock Purchase Plan.
Remarks
Ms. Brown was previously Executive Vice President, Group Human Resources Director of Willis. Ms. Brown resigned from this position in connection with the closing of the Merger.