SEC Form 4 · accession 0001179110-17-002850
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christa Davies
Officer — EVP and CFO
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 8:31 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 | 71,802 | — | A | 301,315 | D | |
| Class A Ordinary Shares | Feb 16, 2017 | F | 30,120 | $117.28 | D | 271,195 | D | |
| Class A Ordinary Shares | Feb 17, 2017 | M | 6,534 | $45.895 | A | 277,729 | D | |
| Class A Ordinary SharesF4 | Feb 17, 2017 | S | 48,216 | $117.418 | D | 229,513 | D | |
| Class A Ordinary SharesF5 | Feb 17, 2017 | M | 1,774 | — | A | 231,287 | D | |
| Class A Ordinary Shares | Feb 17, 2017 | F | 745 | $117.53 | D | 230,542 | D | |
| Class A Ordinary SharesF5 | Feb 17, 2017 | M | 1,974 | — | A | 232,516 | D | |
| Class A Ordinary Shares | Feb 17, 2017 | F | 829 | $117.53 | D | 231,687 | D |
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 | $45.895 | Feb 17, 2017 | M | 6,534 | D | — | Nov 12, 2017 | Class A Ordinary Shares | 6,534 | 0 | D |
| Restricted Share Unit (Right to Receive)F9,F10 | — | Feb 16, 2017 | A | 4,775 | A | Feb 16, 2018 | Feb 16, 2020 | Class A Ordinary Shares | 4,775 | 4,775 | D |
| Restricted Share Unit (Right to Receive)F9,F11 | — | Feb 17, 2017 | M | 1,774 | D | Feb 19, 2017 | Feb 19, 2018 | Class A Ordinary Shares | 1,774 | 1,775 | D |
| Restricted Share Unit (Right to Receive)F9,F12 | — | Feb 17, 2017 | M | 1,974 | D | Feb 18, 2017 | Feb 18, 2019 | Class A Ordinary Shares | 1,974 | 3,948 | 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.
- 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 the grant.
- F11A 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.
- F12A 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.
- 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.
- F3The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1.
- F4The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.740 to $117.590, 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.
- F5Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
- F6Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a restricted share unit award.
- F7Vesting occurred in accordance with the terms of Aon Stock Incentive Plan as follows: one-third of the options vested on the each of the second through fourth anniversary of the date of grant.
- F8Stock option granted pursuant to Aon Stock Incentive Plan.
- F9The 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.