SEC Form 4 · accession 0001209191-18-011752

Aon plc · AON

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christa Davies

Officer — Chief Financial Officer

Period of report

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 9:00 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
Class A Ordinary Stock^F1	Feb 15, 2018	A	53,079	—	A	284,766	D
Class A Ordinary Stock	Feb 15, 2018	F	20,896	$140.89	D	263,870	D
Class A Ordinary Stock^F1	Feb 15, 2018	A	106,157	—	A	370,027	D
Class A Ordinary Stock	Feb 15, 2018	F	41,770	$140.89	D	328,257	D
Class A Ordinary Stock^F3,F4	Feb 16, 2018	S	12,100	$140.62	D	316,157	D
Class A Ordinary Stock^F4,F5	Feb 16, 2018	S	84,470	$140.96	D	231,687	D
Class A Ordinary Stock^F6	Feb 16, 2018	M	1,775	—	A	233,462	D
Class A Ordinary Stock	Feb 16, 2018	F	699	$140.86	D	232,763	D
Class A Ordinary Stock^F6	Feb 16, 2018	M	1,974	—	A	234,737	D
Class A Ordinary Stock	Feb 16, 2018	F	777	$140.86	D	233,960	D
Class A Ordinary Stock^F6	Feb 16, 2018	M	1,591	—	A	235,551	D
Class A Ordinary Stock	Feb 16, 2018	F	627	$140.86	D	234,924	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)^F7,F8	—	Feb 15, 2018	A	3,577	A	—	Feb 15, 2021	Class A Ordinary Shares	3,577	3,577	D
Restricted Share Unit (Right to Receive)^F7,F9	—	Feb 16, 2018	M	1,775	D	—	Feb 19, 2018	Class A Ordinary Shares	1,775	0	D
Restricted Share Unit (Right to Receive)^F7,F10	—	Feb 16, 2018	M	1,974	D	—	Feb 18, 2019	Class A Ordinary Shares	1,974	1,974	D
Restricted Share Unit (Right to Receive)^F7,F11	—	Feb 16, 2018	M	1,591	D	—	Feb 16, 2020	Class A Ordinary Shares	1,591	3,184	D

Explanation of responses

F1Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the tenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 15, 2018, based on the Company's performance for the period from January 1, 2015 to December 31, 2017.
F10A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.
F11A restricted share unit award was granted on February 16, 2017 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.
F2Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.
F3The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $139.89 to $140.88, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
F4The transaction reported was effected pursuant to a trading plan entered into on November 21, 2017 meeting the requirements of Rule 10b5-1.
F5The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $140.89 to $141.63, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
F6Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
F7The 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.
F8The 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 award vests on each of the first through third anniversary of the date of the grant.
F9A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.