Aon plc — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2018-02-15

Reporting Person: O'Connor Michael J (CEO, Aon Risk Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Class A Ordinary Stock	A	35385	—	Acquired	149190	Direct
2018-02-15	Class A Ordinary Stock	F	15675	$140.89	Disposed	133515	Direct
2018-02-16	Class A Ordinary Stock	M	791	—	Acquired	134306	Direct
2018-02-16	Class A Ordinary Stock	F	351	$140.86	Disposed	133955	Direct
2018-02-16	Class A Ordinary Stock	M	1049	—	Acquired	135004	Direct
2018-02-16	Class A Ordinary Stock	F	465	$140.86	Disposed	134539	Direct
2018-02-16	Class A Ordinary Stock	M	696	—	Acquired	135235	Direct
2018-02-16	Class A Ordinary Stock	F	309	$140.86	Disposed	134926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Restricted Share Unit (Right to Receive)	$	A	2012	Acquired	2021-02-15	Class A Ordinary Shares (2012)	Direct
2018-02-16	Restricted Share Unit (Right to Receive)	$	M	791	Disposed	2018-02-19	Class A Ordinary Shares (791)	Direct
2018-02-16	Restricted Share Unit (Right to Receive)	$	M	1049	Disposed	2019-02-18	Class A Ordinary Shares (1049)	Direct
2018-02-16	Restricted Share Unit (Right to Receive)	$	M	696	Disposed	2020-02-16	Class A Ordinary Shares (696)	Direct

Footnotes

F1: Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the tenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 15, 2018, based on the Company's performance for the period from January 1, 2015 to December 31, 2017.

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

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

F4: 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.

F5: 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 award vests on each of the first through third anniversary of the date of the grant.

F6: A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.

F7: A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.

F8: A restricted share unit award was granted on February 16, 2017 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.