Aon plc — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2017-05-19

Reporting Person: Grace Caroline (CEO, Global Retirement & Inves)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	Class A Ordinary Shares	M	1296	—	Acquired	45143	Direct
2017-05-19	Class A Ordinary Shares	F	593	$127.28	Disposed	44550	Direct
2017-05-19	Class A Ordinary Shares	M	755	—	Acquired	45305	Direct
2017-05-19	Class A Ordinary Shares	F	346	$127.28	Disposed	44959	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-19	Restricted Share Unit (Right to Receive)	$	M	1296	Disposed	2017-05-21	Class A Ordinary Shares (1296)	Direct
2017-05-19	Restricted Share Units (Right to Receive)	$	M	755	Disposed	2018-05-21	Class A Ordinary Shares (755)	Direct

Footnotes

F1: Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

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

F3: The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with UK law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person.

F4: A restricted share unit award was granted on February 21, 2012 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 20% of the award vests on each of the first through fifth anniversaries of the date of the grant.

F5: A restricted share unit award was granted on February 21, 2013 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 20% of the award vests on each of the first through fifth anniversaries of the date of the grant.