SEC Form 4 · accession 0001127602-16-036418
WILLIS TOWERS WATSON PLC · WTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Carl Aaron Hess
Officer — Co-Head of North America
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 5:05 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 | Jan 4, 2016 | A | 32,546 | — | A | 32,546 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $110.58 | Jan 4, 2016 | A | 45,329 | A | Jul 1, 2018 | Sep 10, 2022 | Ordinary Shares, nominal value $0.000304635 per share | 45,329 | 45,329 | D |
| Restricted Share UnitF3 | $0.00 | Jan 4, 2016 | A | 1,530 | A | Aug 8, 1988 | Aug 8, 1988 | Ordinary Shares, nominal value $0.000304635 per share | 1,530 | 1,530 | D |
Explanation of responses
- F1Received pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and Towers Watson & Co. ("TW") in exchange for an equal number of shares of TW Class A Common Stock ("Common Stock") having a market value of $123.00 per share on January 4, 2015, the closing date of the Merger.
- F2Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $110.58 per share. The option vests in full on July 1, 2018, subject to the reporting person's continued service with Willis or any subsidiary through such vesting date.
- F3Received in the Merger in exchange for restricted stock units with a value equivalent to a number of shares of TW Common Stock (after rounding down to the nearest whole number of shares in accordance with the terms of the Merger Agreement) equal to the number of Willis ordinary shares represented by such Restricted Share Unit.