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: Davies Christa (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Class A Ordinary Shares	A	71802	—	Acquired	301315	Direct
2017-02-16	Class A Ordinary Shares	F	30120	$117.280	Disposed	271195	Direct
2017-02-17	Class A Ordinary Shares	M	6534	$45.895	Acquired	277729	Direct
2017-02-17	Class A Ordinary Shares	S	48216	$117.418	Disposed	229513	Direct
2017-02-17	Class A Ordinary Shares	M	1774	—	Acquired	231287	Direct
2017-02-17	Class A Ordinary Shares	F	745	$117.530	Disposed	230542	Direct
2017-02-17	Class A Ordinary Shares	M	1974	—	Acquired	232516	Direct
2017-02-17	Class A Ordinary Shares	F	829	$117.530	Disposed	231687	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Employee Stock Option (Right to Buy)	$45.895	M	6534	Disposed	2017-11-12	Class A Ordinary Shares (6534)	Direct
2017-02-16	Restricted Share Unit (Right to Receive)	$	A	4775	Acquired	2020-02-16	Class A Ordinary Shares (4775)	Direct
2017-02-17	Restricted Share Unit (Right to Receive)	$	M	1774	Disposed	2018-02-19	Class A Ordinary Shares (1774)	Direct
2017-02-17	Restricted Share Unit (Right to Receive)	$	M	1974	Disposed	2019-02-18	Class A Ordinary Shares (1974)	Direct

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: The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1.

F4: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.740 to $117.590, 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.

F5: Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

F6: 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.

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

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

F9: 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.

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 the grant.

F11: A restricted share unit award was granted on February 19, 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.

F12: A restricted share unit award was granted on February 18, 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.