SEC Form 4 · accession 0001179110-16-019797
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 18, 2016
Accepted (ET)
Feb 22, 2016 · 7:39 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 SharesF1 | Feb 18, 2016 | A | 287,980 | — | A | 669,920 | D | |
| Class A Ordinary Shares | Feb 18, 2016 | F | 131,548 | $94.57 | D | 538,372 | D | |
| Class A Ordinary SharesF3 | Feb 20, 2016 | M | 3,488 | — | A | 541,860 | D | |
| Class A Ordinary Shares | Feb 20, 2016 | F | 1,594 | $93.58 | D | 540,266 | D | |
| Class A Ordinary Shares | holding | — | — | — | 176,000 | I | By Trust | |
| Class A Ordinary Shares | holding | — | — | — | 500,000 | I | By Grantor Retained Annuity Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share Unit (Right to Receive)F5,F6 | — | Feb 19, 2016 | A | 11,220 | A | Feb 19, 2017 | Feb 19, 2019 | Class A Ordinary Shares | 11,220 | 11,220 | D |
| Restricted Share Unit (Right to Receive)F5,F6 | — | Feb 20, 2016 | M | 3,488 | D | Feb 20, 2016 | Feb 20, 2018 | Class A Ordinary Shares | 3,488 | 6,976 | D |
Explanation of responses
- F1Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the eighth cycle of the Leadership Performance Program ("LPP8") on March 14, 2013. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 18, 2016 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2013 and ending December 31, 2015. In accordance with the terms of LPP8, and the achievement of specified growth targets under LPP8, settlement occurred at 200% of the original target value. The terms of LPP8 are more fully described in Aon plc's proxy statement filed with the SEC on June 24, 2014, and in the plan document filed as Exhibit 10.4 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 1, 2013.
- F2Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a performance share unit award.
- 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 restricted share unit award converts to Class A Ordinary Shares on 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.
- F6The 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.