SEC Form 4 · accession 0001209191-19-011397
Aon plc · AON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Caroline Grace
Officer — CEO, Global Retirement & Inves
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 9:22 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,F2 | Feb 14, 2019 | A | 17,603 | — | A | 59,753 | D | |
| Class A Ordinary Stock | Feb 14, 2019 | F | 6,925 | $169.62 | D | 52,828 | D | |
| Class A Ordinary StockF4 | Feb 15, 2019 | M | 741 | — | A | 53,569 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 329 | $171.97 | D | 53,240 | D | |
| Class A Ordinary StockF4 | Feb 15, 2019 | M | 537 | — | A | 53,777 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 238 | $171.97 | D | 53,539 | D | |
| Class A Ordinary StockF4 | Feb 15, 2019 | M | 521 | — | A | 54,060 | D | |
| Class A Ordinary Stock | Feb 15, 2019 | F | 231 | $171.97 | D | 53,829 | 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)F5,F6 | — | Feb 14, 2019 | A | 1,444 | A | — | Feb 14, 2022 | Class A Ordinary Shares | 1,444 | 1,444 | D |
| Restricted Share Unit (Right to Receive)F5,F7 | — | Feb 15, 2019 | M | 741 | D | — | Feb 18, 2019 | Class A Ordinary Shares | 741 | 0 | D |
| Restricted Share Unit (Right to Receive)F5,F8 | — | Feb 15, 2019 | M | 537 | D | — | Feb 16, 2020 | Class A Ordinary Shares | 578 | 538 | D |
| Restricted Share Unit (Right to Receive)F5,F9 | — | Feb 15, 2019 | M | 521 | D | — | Feb 15, 2021 | Class A Ordinary Shares | 1,044 | 1,044 | D |
Explanation of responses
- F1Represents 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.
- F2Includes shares acquired under the Aon employee stock purchase plan December 31, 2018.
- F3Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.
- F4Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
- F5The 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.
- 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 award vests on each of the first through third anniversary of the date of the 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 anniversary 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 anniversary of the date of grant.
- F9A 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.