Aon plc — Director's Dealing 2020

Feb 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aon plc (AON)
CIK: 0000315293
Period of Report: 2020-02-13

Reporting Person: O'Connor Michael J (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-13	Class A Ordinary Stock	A	42202	—	Acquired	166086.646	Direct
2020-02-13	Class A Ordinary Stock	F	18057	$234.58	Disposed	148029.646	Direct
2020-02-14	Class A Ordinary Stock	M	697	—	Acquired	148726.646	Direct
2020-02-14	Class A Ordinary Stock	F	309	$235.73	Disposed	148417.646	Direct
2020-02-14	Class A Ordinary Stock	M	671	—	Acquired	149088.646	Direct
2020-02-14	Class A Ordinary Stock	F	298	$235.73	Disposed	148790.646	Direct
2020-02-14	Class A Ordinary Stock	M	619	—	Acquired	149409.646	Direct
2020-02-14	Class A Ordinary Stock	F	275	$235.73	Disposed	149134.646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Restricted Share Unit (Right to Receive)	$	M	697	Disposed	2020-02-16	Class A Ordinary Shares (0)	Direct
2020-02-14	Restricted Share Unit (Right to Receive)	$	M	671	Disposed	2021-02-15	Class A Ordinary Shares (671)	Direct
2020-02-14	Restrictive Share Unit (Right to Receive)	$	M	619	Disposed	2022-02-14	Class A Ordinary Shares (1238)	Direct

Footnotes

F1: Represents Class A Ordinary Shares upon the settlement of performance share unit awards originally granted approximately three years ago under the twelfth 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 13, 2020, based on the Company's performance for the period from January 1, 2017 to December 31, 2019.

F2: Includes shares acquired under Aon employee stock purchase plan on June 28, 2019 and on December 31, 2019.

F3: Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.

F4: Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

F5: 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.

F6: 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 anniversary of the date of grant.

F7: A restricted share unit award was granted on February 15, 2018 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 anniversary of the date of grant.

F8: A restricted share unit award was granted on February 14, 2019 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 anniversary of the date of grant.