SEC Form 4 · accession 0001179110-15-003209
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 19, 2015
Accepted (ET)
Feb 23, 2015 · 9:27 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 19, 2015 | M | 50,000 | $22.86 | A | 909,512 | D | |
| Class A Ordinary SharesF2 | Feb 19, 2015 | S | 29,089 | $100.259 | D | 880,423 | D | |
| Class A Ordinary SharesF3 | Feb 19, 2015 | M | 351,236 | — | A | 1,231,659 | D | |
| Class A Ordinary Shares | Feb 19, 2015 | F | 160,499 | $100.28 | D | 1,071,160 | D | |
| Class A Ordinary Shares | Feb 20, 2015 | M | 50,000 | $22.86 | A | 1,121,160 | D | |
| Class A Ordinary SharesF5 | Feb 20, 2015 | S | 29,158 | $99.544 | D | 1,092,002 | D | |
| Class A Ordinary Shares | Feb 23, 2015 | M | 50,000 | $22.86 | A | 1,142,002 | D | |
| Class A Ordinary Shares | Feb 23, 2015 | S | 29,074 | $99.92 | D | 1,112,928 | 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)F7,F6 | $22.86 | Feb 19, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 800,000 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $22.86 | Feb 20, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 750,000 | D |
| Restricted Share Unit (Right to Receive)F8,F9 | — | Feb 20, 2015 | M | 10,464 | A | Feb 20, 2016 | Feb 20, 2018 | Class A Ordinary Shares | 10,464 | 10,464 | D |
| Employee Stock Option (Right to Buy)F7,F6 | $22.86 | Feb 23, 2015 | M | 50,000 | D | — | Apr 4, 2015 | Class A Ordinary Shares | 50,000 | 700,000 | 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.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $99.95 to $100.64, 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.
- F3Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the seventh cycle of the Leadership Performance Program ("LPP7") on March 16, 2012. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 19, 2015 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2012 and ending December 31, 2014. In accordance with the terms of LPP7, and the achievement of specified growth targets under LPP7, settlement occurred at 200% of the original target value. The terms of LPP7 are more fully described in a Current Report on Form 8-K filed with the SEC on March 21, 2012, and in the plan document filed as Exhibit 10.13 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 8, 2012.
- F4Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the settlement of a performance 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 $99.24 to $99.835, 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.
- F6Vesting 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.
- F7Stock option granted pursuant to the Aon Stock Incentive Plan.
- F8The 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.
- F9The 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.