SEC Form 4 · accession 0001127602-16-036373
Towers Watson & Co. · TW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victor F Ganzi
Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 4:26 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 Stock | Jan 4, 2016 | M | 123 | $0.00 | A | 14,827 | D | |
| Class A Common StockF1 | Jan 4, 2016 | D | 14,827 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit DividendF2 | $0.00 | Jan 4, 2016 | M | 123 | D | Aug 8, 1988 | Aug 8, 1988 | Class A Common Stock | 123 | 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.
- F2Represents restricted stock units that vest as a result of the Merger and are cancelled and converted into the right to receive the Merger Consideration, as defined in the Merger Agreement.