SEC Form 4 · accession 0001127602-16-062814

WILLIS TOWERS WATSON PLC · WTW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Sep 15, 2016

Accepted (ET)

Sep 19, 2016 · 4:52 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001140536

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Share Unit^F1,F2	$0.00	Sep 15, 2016	A	35,886	A	—	—	Ordinary Shares, nominal value $0.000304635 per share	35,886	41,399	D
Restricted Share Unit^F3,F4	$0.00	Sep 15, 2016	F	844	D	—	—	Ordinary Shares, nominal value $0.000304635 per share	844	40,555	D

F1The Reporting Person was granted unvested performance-vesting restricted stock units (PVRSUs) on September 25, 2013, which vest over a three-year performance period to the extent that certain predetermined performance criteria are achieved and based on the Reporting Person's continued employment with the Issuer. On August 20, 2016, the Compensation Committee certified the extent to which the performance criteria applicable to such PVRSUs were achieved; therefore, pursuant to the terms of the applicable award agreement, PVRSUs thereafter vested on September 15, 2016. The number of PVRSUs that vested includes additional Restricted Stock Units (RSUs) granted as a result of the special dividend declared by Towers Watson on December 29, 2015. The Reporting Person elected to defer receipt of shares and these shares are being deferred into the Towers Watson Non-Qualified Deferred Savings Plan for US Employees.
F2Restricted share units settle 6 months after date of termination of reporting person.
F3This represents RSUs that were withheld by the Issuer to satisfy local withholding tax requirements.
F4Not applicable