SEC Form 4 · accession 0001127602-16-036352
Towers Watson & Co. · TW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James K Foreman
Officer — Manag Dir., Exchange Solutions
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 4:19 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jan 4, 2016 | D | 25,008 | — | D | 0 | D |
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 BuyF2,F3 | $110.58 | Jan 4, 2016 | A | 18,443 | A | Jul 1, 2018 | Sep 10, 2022 | Class A Common Stock | 18,443 | 50,367 | D |
| Stock Option- Right to BuyF4 | $110.58 | Jan 4, 2016 | D | 50,367 | D | Jul 1, 2018 | Sep 10, 2022 | Class A Common Stock | 50,367 | 0 | D |
| Restricted Stock UnitF5 | $0.00 | Jan 4, 2016 | D | 1,725 | D | Aug 8, 1988 | Aug 8, 1988 | Class A Common Stock | 1,725 | 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.