Aon plc — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2017-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Class A Ordinary Shares	A	215776	—	Acquired	886083	Direct
2017-02-16	Class A Ordinary Shares	F	99660	$117.280	Disposed	786423	Direct
2017-02-17	Class A Ordinary Shares	M	3488	—	Acquired	789911	Direct
2017-02-17	Class A Ordinary Shares	F	1611	$117.530	Disposed	788300	Direct
2017-02-17	Class A Ordinary Shares	M	3740	—	Acquired	792040	Direct
2017-02-17	Class A Ordinary Shares	F	1728	$117.530	Disposed	790312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Share Unit (Right to Receive)	$	A	8934	Acquired	2020-02-17	Class A Ordinary Shares (8934)	Direct
2017-02-17	Restricted Share Unit (Right to Receive)	$	M	3488	Disposed	2018-02-20	Class A Ordinary Shares (3488)	Direct
2017-02-17	Restricted Share Unit (Right to Receive)	$	M	3740	Disposed	2016-02-19	Class A Ordinary Shares (3720)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	176000	Indirect
Class A Ordinary Shares	322300	Indirect

Footnotes

F1: Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the ninth cycle of the Leadership Performance Program ("LPP9") on March 13, 2014. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 16, 2017 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2014 and ending December 31, 2016. The terms of LPP9 are more fully described in Aon plc's proxy statement filed with the SEC on April 24, 2015.

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 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.

F6: 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 the grant.

F7: A restricted share unit award was granted on February 20, 2015 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.

F8: A restricted share unit award was granted on February 19, 2016 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.