Aon plc — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2015-02-19

Reporting Person: LIEB PETER M (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Class A Ordinary Shares	M	61188	—	Acquired	95896.03	Direct
2015-02-19	Class A Ordinary Shares	F	27104	$100.280	Disposed	68792.03	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Restricted Share Unit (Right to Receive)	$	A	2653	Acquired	2018-02-19	Class A Ordinary Shares (2653)	Direct

Footnotes

F1: Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the seventh cycle of the Leadership Performance Program ("LPP7") on March 16, 2012. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 19, 2015 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2012 and ending December 31, 2014. In accordance with the terms of LPP7, and the achievement of specified growth targets under LPP7, settlement occurred at 200% of the original target value. The terms of LPP7 are more fully described in a Current Report on Form 8-K filed with the SEC on March 21, 2012, and in the plan document filed as Exhibit 10.13 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 8, 2012.

F2: Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the settlement of a performance share unit award.

F3: The 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.

F4: The restricted share unit award will vest in accordance with the terms of the Aon plc 2011 Incentive Plan as follows: 33 1/3% of the awards will vest on each of the first through third anniversaries of the date of the grant.