Aon plc — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2016-02-18

Reporting Person: Davies Christa (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Class A Ordinary Shares	A	91620	—	Acquired	318838	Direct
2016-02-18	Class A Ordinary Shares	F	37075	$94.57	Disposed	281763	Direct
2016-02-19	Class A Ordinary Shares	M	1774	—	Acquired	283537	Direct
2016-02-19	Class A Ordinary Shares	F	745	$93.580	Disposed	282792	Direct
2016-02-19	Class A Ordinary Shares	S	54545	$93.353	Disposed	228247	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Restricted Share Unit (Right to Receive)	$	A	5922	Acquired	2019-02-18	Class A Ordinary Shares (5922)	Direct
2016-02-19	Restricted Share Unit (Right to Receive)	$	M	1774	Disposed	2018-02-19	Class A Ordinary Shares (1774)	Direct

Footnotes

F1: Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the eighth cycle of the Leadership Performance Program ("LPP8") on March 14, 2013. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 18, 2016 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2013 and ending December 31, 2015. In accordance with the terms of LPP8, and the achievement of specified growth targets under LPP8, settlement occurred at 200% of the original target value. The terms of LPP8 are more fully described in Aon plc's proxy statement filed with the SEC on June 24, 2014, and in the plan document filed as Exhibit 10.4 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 1, 2013.

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

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 $93.275 to $93.580, 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 restricted share unit award converts to Class A Ordinary Shares on 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.

F7: 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.