Aon plc — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2015-02-13

Reporting Person: Case Gregory C (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Class A Ordinary Shares	M	50000	$22.86	Acquired	838295	Direct
2015-02-13	Class A Ordinary Shares	S	29001	$101.107	Disposed	809294	Direct
2015-02-14	Class A Ordinary Shares	M	4312	—	Acquired	813606	Direct
2015-02-14	Class A Ordinary Shares	F	1971	$100.56	Disposed	811635	Direct
2015-02-15	Class A Ordinary Shares	M	6038	—	Acquired	817673	Direct
2015-02-15	Class A Ordinary Shares	F	2760	$100.56	Disposed	814913	Direct
2015-02-17	Class A Ordinary Shares	M	50000	$22.86	Acquired	864913	Direct
2015-02-17	Class A Ordinary Shares	S	29012	$100.62	Disposed	835901	Direct
2015-02-17	Class A Ordinary Shares	M	4899	—	Acquired	840800	Direct
2015-02-17	Class A Ordinary Shares	F	2239	$100.71	Disposed	838561	Direct
2015-02-18	Class A Ordinary Shares	M	50000	$22.86	Acquired	888561	Direct
2015-02-18	Class A Ordinary Shares	S	29049	$100.589	Disposed	859512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Employee Stock Option (Right to Buy)	$22.86	M	50000	Disposed	2015-04-04	Class A Ordinary Shares (50000)	Direct
2015-02-14	Restricted Share Unit (Right to Receive)	$	M	4312	Disposed	2017-02-14	Class A Ordinary Shares (4312)	Direct
2015-02-15	Restricted Share Unit (Right to Receive)	$	M	6038	Disposed	2016-02-15	Class A Ordinary Shares (6038)	Direct
2015-02-17	Employee Stock Option (Right to Buy)	$22.86	M	50000	Disposed	2015-04-04	Class A Ordinary Shares (50000)	Direct
2015-02-17	Restricted Share Unit (Right to Receive)	$	M	4899	Disposed	2015-02-17	Class A Ordinary Shares (4899)	Direct
2015-02-18	Employee Stock Option (Right to Buy)	$22.86	M	50000	Disposed	2015-04-04	Class A Ordinary Shares (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	176000	Indirect

Footnotes

F1: The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1. The reporting person entered into the trading plan in August 2014 for the sole purpose of exercising options otherwise scheduled to expire in March and April 2015 with the sale of shares intended to be limited to only those necessary to cover exercise price and applicable taxes.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.95 to $101.22, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

F4: Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a restricted share unit award.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.31 to $100.89, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $100.12 to $100.975, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: Vesting occurred in accordance with the terms of the Aon Stock Incentive Plan as follows: one-third of the options vested on each of the second through fourth anniversaries of the date of grant.

F8: Stock option granted pursuant to the Aon Stock Incentive Plan.

F9: 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.

F10: The 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 awards vest on each of the first through third anniversaries of the date of grant.