SEC Form 4 · accession 0001209191-18-011768
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Zern
Officer — CEO, Aon Global Health
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 9:07 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 StockF1 | Feb 15, 2018 | A | 17,693 | — | A | 30,641 | D | |
| Class A Ordinary Stock | Feb 15, 2018 | F | 6,785 | $140.89 | D | 23,856 | D | |
| Class A Ordinary StockF3 | Feb 16, 2018 | M | 582 | — | A | 24,438 | D | |
| Class A Ordinary Stock | Feb 16, 2018 | F | 258 | $140.86 | D | 24,180 | D | |
| Class A Ordinary StockF3 | Feb 16, 2018 | M | 740 | — | A | 24,920 | D | |
| Class A Ordinary Stock | Feb 16, 2018 | F | 328 | $140.86 | D | 24,592 | D | |
| Class A Ordinary StockF3 | Feb 16, 2018 | M | 537 | — | A | 25,129 | D | |
| Class A Ordinary Stock | Feb 16, 2018 | F | 238 | $140.86 | D | 24,891 | 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)F4,F5 | — | Feb 15, 2018 | A | 1,565 | A | — | Feb 15, 2021 | Class A Ordinary Shares | 1,565 | 1,565 | D |
| Restricted Share Unit (Right to Receive)F4,F6 | — | Feb 16, 2018 | M | 582 | D | — | Feb 19, 2018 | Class A Ordinary Shares | 582 | 0 | D |
| Restricted Share Unit (Right to Receive)F4,F7 | — | Feb 16, 2018 | M | 740 | D | — | Feb 18, 2019 | Class A Ordinary Shares | 740 | 741 | D |
| Restricted Share Unit (Right to Receive)F4,F8 | — | Feb 16, 2018 | M | 537 | D | — | Feb 16, 2020 | Class A Ordinary Shares | 537 | 1,075 | 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.
- F2Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.
- F3Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
- F4The 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.
- F5The 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.
- F6A 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.
- F7A 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.
- F8A 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.