SEC Form 4 · accession 0001179110-15-002823
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory C Case
Officer — President & CEO · Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 5:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000315293
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Shares | Feb 13, 2015 | M | 50,000 | $22.86 | A | 838,295 | D | |
| Class A Ordinary SharesF2 | Feb 13, 2015 | S | 29,001 | $101.107 | D | 809,294 | D | |
| Class A Ordinary SharesF3 | Feb 14, 2015 | M | 4,312 | — | A | 813,606 | D | |
| Class A Ordinary Shares | Feb 14, 2015 | F | 1,971 | $100.56 | D | 811,635 | D | |
| Class A Ordinary SharesF3 | Feb 15, 2015 | M | 6,038 | — | A | 817,673 | D | |
| Class A Ordinary Shares | Feb 15, 2015 | F | 2,760 | $100.56 | D | 814,913 | D | |
| Class A Ordinary Shares | Feb 17, 2015 | M | 50,000 | $22.86 | A | 864,913 | D | |
| Class A Ordinary SharesF5 | Feb 17, 2015 | S | 29,012 | $100.62 | D | 835,901 | D | |
| Class A Ordinary SharesF3 | Feb 17, 2015 | M | 4,899 | — | A | 840,800 | D | |
| Class A Ordinary Shares | Feb 17, 2015 | F | 2,239 | $100.71 | D | 838,561 | D | |
| Class A Ordinary Shares | Feb 18, 2015 | M | 50,000 | $22.86 | A | 888,561 | D | |
| Class A Ordinary SharesF6 | Feb 18, 2015 | S | 29,049 | $100.589 | D | 859,512 | D | |
| Class A Ordinary Shares | holding | — | — | — | 176,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F8,F7 | $22.86 | Feb 13, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 950,000 | D |
| Restricted Share Unit (Right to Receive)F9,F10 | — | Feb 14, 2015 | M | 4,312 | D | Feb 14, 2015 | Feb 14, 2017 | Class A Ordinary Shares | 4,312 | 8,624 | D |
| Restricted Share Unit (Right to Receive)F9,F10 | — | Feb 15, 2015 | M | 6,038 | D | Feb 15, 2014 | Feb 15, 2016 | Class A Ordinary Shares | 6,038 | 6,038 | D |
| Employee Stock Option (Right to Buy)F8,F7 | $22.86 | Feb 17, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 900,000 | D |
| Restricted Share Unit (Right to Receive)F9,F10 | — | Feb 17, 2015 | M | 4,899 | D | Feb 17, 2013 | Feb 17, 2015 | Class A Ordinary Shares | 4,899 | 0 | D |
| Employee Stock Option (Right to Buy)F8,F7 | $22.86 | Feb 18, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 850,000 | D |
Explanation of responses
- F1The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1. The reporting person entered into the trading plan in August 2014 for the sole purpose of exercising options otherwise scheduled to expire in March and April 2015 with the sale of shares intended to be limited to only those necessary to cover exercise price and applicable taxes.
- F10The restricted share unit award vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of grant.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.95 to $101.22, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
- F4Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a restricted share unit award.
- F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.31 to $100.89, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.12 to $100.975, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7Vesting occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the second through fourth anniversaries of the date of grant.
- F8Stock option granted pursuant to the Aon Stock Incentive Plan.
- F9The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with U.K. law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person.