SEC Form 4 · accession 0001127602-17-027724
WILLIS TOWERS WATSON PLC · WTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Haley
Officer — Chief Executive Officer · Director
Period of report
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 4:04 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.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitF2,F1 | — | Sep 15, 2017 | A | 56,063 | A | — | — | Ordinary Shares, nominal value $0.000304635 per share | 56,063 | 100,980 | D |
| Restricted Share UnitF3,F1 | — | Sep 15, 2017 | F | 1,318 | D | — | — | Ordinary Shares, nominal value $0.000304635 per share | 1,318 | 99,662 | D |
Explanation of responses
- F1Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis 6 months after the reporting person's termination date.
- F2The Reporting Person was granted unvested performance-vesting restricted share 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. Pursuant to the terms of the applicable award agreement, the award's performance in the event of a Change in Control occurring during the performance period was considered to be the greater of target or actual performance at the time of the Change in Control. As the PVRSUs were accruing at 204% at the time of the Willis Towers Watson merger, that level of performance was locked in upon the closing of the merger. The PVRSUs thereafter vested and were settled in shares on September 15, 2017 and are reported herein. The number of PVRSUs that vested includes additional restricted share units granted as a result of the special dividend declared by Towers Watson on December 29, 2015. In order to maintain the Company's tax deductions, these shares are being deferred into the Towers Watson Non-Qualified Deferred Savings Plan for US Employees.
- F3This represents restricted share units that were withheld by the Issuer to satisfy local withholding tax requirements.