SEC Form 4 · accession 0001127602-18-032919
WILLIS TOWERS WATSON PLC · WTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julie Jarecke Gebauer
Officer — Head of Human Capital&Benefits
Period of report
Nov 8, 2018
Accepted (ET)
Nov 13, 2018 · 5:01 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 | Nov 13, 2018 | G | 180 | $0.00 | D | 90,047 | D | |
| Ordinary Shares, nominal value $0.000304635 per shareF2 | Nov 13, 2018 | G | 180 | $0.00 | A | 534 | I | Dane Adam Gebauer Management Trust UA Feb 18, 2012 |
| Ordinary Shares, nominal value $0.000304635 per shareF3 | Nov 13, 2018 | G | 180 | $0.00 | D | 89,867 | D | |
| Ordinary Shares, nominal value $0.000304635 per shareF2 | Nov 13, 2018 | G | 180 | $0.00 | A | 534 | I | Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012 |
| Ordinary Shares, nominal value $0.000304635 per shareF4 | Nov 13, 2018 | S | 10,000 | $160.1525 | D | 79,867 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitF6,F5 | — | Nov 8, 2018 | A | 136 | A | — | — | Ordinary Shares, nominal value $0.000304635 per share | 136 | 982 | D |
Explanation of responses
- F1180 shares gifted to the Dane Adam Gebauer Management Trust for the benefit of the reporting person's immediate family member.
- F2Irrevocable trust for the benefit of the reporting person's immediate family member.
- F3180 shares gifted to the Jeffrey Austin Gebauer Management Trust for the benefit of the reporting person's immediate family member.
- F4This transaction was executed in multiple trades at prices ranging from $160.08 to $160.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F5Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.
- F6Includes restricted share units acquired pursuant to the Company's contribution under the terms of the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees and credited to the participant's account.