SEC Form 4 · accession 0001127602-17-027728

WILLIS TOWERS WATSON PLC · WTW

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

Reporting owner

Officer — Chief Human Resources Officer

Period of report

Sep 15, 2017

Accepted (ET)

Sep 19, 2017 · 4:08 pm EDT

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 share^F1,F2	Sep 15, 2017	A	6,832	$0.00	A	29,321	D
Ordinary Shares, nominal value $0.000304635 per share^F3	Sep 15, 2017	F	2,401	$152.42	D	26,920	D

No Table II lines on this filing.

F1The 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.
F2Includes 229.279 shares not previously disclosed, from dividend reinvestment transactions.
F3This represents shares that were withheld by the Issuer to satisfy local withholding tax requirements.