SEC Form 4 · accession 0001179110-17-002848
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J O'Connor
Officer — Chief Executive Officer, ARS
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 8:27 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 SharesF1 | Feb 16, 2017 | A | 48,076 | — | A | 147,292 | D | |
| Class A Ordinary Shares | Feb 16, 2017 | F | 20,894 | $117.28 | D | 126,398 | D | |
| Class A Ordinary SharesF3 | Feb 17, 2017 | M | 791 | — | A | 127,189 | D | |
| Class A Ordinary Shares | Feb 17, 2017 | F | 362 | $117.53 | D | 126,827 | D | |
| Class A Ordinary SharesF3 | Feb 17, 2017 | M | 1,048 | — | A | 127,875 | D | |
| Class A Ordinary Shares | Feb 17, 2017 | F | 479 | $117.53 | D | 127,396 | D |
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 16, 2017 | A | 2,089 | A | Feb 16, 2018 | Feb 16, 2020 | Class A Ordinary Shares | 2,089 | 2,089 | D |
| Restricted Share Unit (Right to Receive)F5,F7 | — | Feb 17, 2017 | M | 791 | D | Feb 19, 2017 | Feb 19, 2018 | Class A Ordinary Shares | 791 | 791 | D |
| Restricted Share Unit (Right to Receive)F5,F8 | — | Feb 17, 2017 | M | 1,048 | D | Feb 18, 2017 | Feb 18, 2019 | Class A Ordinary Shares | 1,048 | 2,098 | 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 ninth cycle of the Leadership Performance Program ("LPP9") on March 13, 2014. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 16, 2017 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2014 and ending December 31, 2016. The terms of LPP9 are more fully described in Aon plc's proxy statement filed with the SEC on April 24, 2015.
- 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 the grant.
- F7A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.
- F8A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.