SEC Form 4 · accession 0001209191-19-011395
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Andersen
Officer — Co-President
Period of report
May 24, 2018
Accepted (ET)
Feb 19, 2019 · 9:19 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 StockF2 | May 24, 2018 | S | 5,000 | $142.39 | D | 67,320 | D | |
| Class A Ordinary StockF3,F4 | Feb 14, 2019 | A | 36,966 | — | A | 104,411 | D | |
| Class A Ordinary Stock | Feb 14, 2019 | F | 17,220 | $169.62 | D | 87,191 | D | |
| Class A Ordinary StockF6 | Feb 15, 2019 | M | 987 | — | A | 88,178 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 484 | $171.97 | D | 87,694 | D | |
| Class A Ordinary StockF6 | Feb 15, 2019 | M | 796 | — | A | 88,490 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 390 | $171.97 | D | 88,100 | D | |
| Class A Ordinary StockF6 | Feb 15, 2019 | M | 670 | — | A | 88,770 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 329 | $171.97 | D | 88,441 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restrictive Share Unit (Right to Receive)F7,F8 | — | Feb 14, 2019 | A | 2,063 | A | — | Feb 14, 2022 | Class A Ordinary Shares | 2,063 | 2,063 | D |
| Restricted Share Unit (Right to Receive)F7,F9 | — | Feb 15, 2019 | M | 987 | D | — | Feb 18, 2019 | Class A Ordinary Shares | 0 | 0 | D |
| Restricted Share Unit (Right to Receive)F7,F10 | — | Feb 15, 2019 | M | 796 | D | — | Feb 16, 2020 | Class A Ordinary Shares | 796 | 796 | D |
| Restricted Share Unit (Right to Receive)F7,F11 | — | Feb 15, 2019 | M | 670 | D | — | Feb 15, 2021 | Class A Ordinary Shares | 670 | 1,342 | D |
Explanation of responses
- F1This line reports a 2018 sale that was inadvertently not timely reported. The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1 entered into on August 8, 2017.
- F10A 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 anniversary of the date of grant.
- F11A restricted share unit award was granted on February 15, 2018 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 anniversary of the date of grant.
- F2The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $142.38 to $142.40, 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.
- F3Represents Class A Ordinary Shares upon the settlement of performance share unit awards originally granted approximately three years ago under the eleventh 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 14, 2019, based on the Company's performance for the period from January 1, 2016 to December 31, 2018.
- F4Includes shares acquired under the Aon employee stock purchase plan on June 29, 2018 and December 31, 2018.
- F5Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.
- 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 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 anniversary of the date of grant.