SEC Form 4 · accession 0001418812-16-000122
WILLIS TOWERS WATSON PLC · WTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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,F2 | holding | — | — | — | 7,680,015 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward purchase contractF1,F2,F3 | — | Mar 31, 2016 | P | 200,000 | A | Mar 31, 2016 | Apr 6, 2017 | Common Stock | 200,000 | 200,000 | I |
| Forward purchase contractF4,F1,F2 | — | Mar 31, 2016 | P | 228,000 | A | Mar 31, 2016 | Apr 6, 2017 | Common Stock | 228,000 | 428,000 | I |
Explanation of responses
- F1Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- F3On March 4, 2016 the reporting persons entered into forward contracts which allow the holder to purchase from the counterparty 200,000 shares at $116.84 subject to conditions that became satisfied on March 31, 2016.
- F4On March 7, 2016 the reporting persons entered into forward contracts which allow the holder to purchase from the counterparty 228,000 shares at $116.58 subject to conditions that became satisfied on March 31, 2016.
Remarks
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Jeffrey W. Ubben, a member of the management board of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the reporting persons herein may be deemed directors by deputization.