SEC Form 4 · accession 0001127602-16-036351

Towers Watson & Co. · TW

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

Reporting owner

Julie Jarecke Gebauer

Officer — Managing Dir.,Talent & Rewards

Period of report

Jan 4, 2016

Accepted (ET)

Jan 6, 2016 · 4:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001470215

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Class A Common Stock^F1	Jan 4, 2016	D	24,470	—	D	D
Class A Common Stock^F1	Jan 4, 2016	D	180	—	D	I	Dane Adam Gebauer Management Trust UA Feb 18, 2012
Class A Common Stock^F1	Jan 4, 2016	D	180	—	D	I	Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012
Class A Common Stock^F1	Jan 4, 2016	D	110,267	—	D	I	Davin J Gebauer and Julie J Gebauer TEN COM

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option- Right to Buy^F2,F3	$110.58	Jan 4, 2016	A	16,171	A	Jul 1, 2018	Sep 10, 2022	Class A Common Stock	16,171	44,163	D
Stock Option- Right to Buy^F4	$110.58	Jan 4, 2016	D	44,163	D	Jul 1, 2018	Sep 10, 2022	Class A Common Stock	44,163	0	D
Restricted Stock Unit^F5	$0.00	Jan 4, 2016	D	1,481	D	Aug 8, 1988	Aug 8, 1988	Class A Common Stock	1,481	0	D

Explanation of responses

F1Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and the Issuer in exchange for an equal number of Willis ordinary shares (and cash in lieu of fractional Willis ordinary shares) having a market value of $124.98 per share on the closing date of the Merger.
F2The option vests in full on July 1, 2018, only if the "Effective Time" as defined in the Merger Agreement has occurred by no later than December 31, 2016 and the reporting person has remained in continuous service with the Issuer or any subsidiary through such vesting date.
F3The option may be exercised at any time on or after the date of vesting until September 10, 2022, unless earlier terminated in accordance with the terms of the Towers Watson & Co. 2009 Long Term Incentive Plan or upon termination of the reporting person's service.
F4This option, which would have vested in full on July 1, 2018, subject to the reporting person's continued service with the Issuer or any subsidiary through such vesting date, was assumed by Willis in the Merger and replaced with an option to purchase an equal number of Willis ordinary shares for $110.58 per ordinary share.
F5These Restricted Stock Units were assumed by Willis in the Merger and replaced with a Restricted Share Unit with a value equivalent to a number of Willis ordinary shares equal to the number of Issuer shares represented by such Restricted Stock Units, rounded down to the nearest whole number in accordance with the terms of the Merger Agreement.