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: Davies Christa (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-13	Class A Ordinary Stock	A	54018	—	Acquired	273589	Direct
2020-02-13	Class A Ordinary Stock	F	21256	$234.58	Disposed	252333	Direct
2020-02-14	Class A Ordinary Stock	S	4423	$234.33	Disposed	247910	Direct
2020-02-14	Class A Ordinary Stock	S	28024	$235.17	Disposed	219886	Direct
2020-02-14	Class A Ordinary Stock	S	315	$235.78	Disposed	219571	Direct
2020-02-14	Class A Ordinary Stock	M	1592	—	Acquired	221163	Direct
2020-02-14	Class A Ordinary Stock	F	627	$235.73	Disposed	220536	Direct
2020-02-14	Class A Ordinary Stock	M	1192	—	Acquired	221728	Direct
2020-02-14	Class A Ordinary Stock	F	470	$235.73	Disposed	221258	Direct
2020-02-14	Class A Ordinary Stock	M	1100	—	Acquired	222358	Direct
2020-02-14	Class A Ordinary Stock	F	433	$235.73	Disposed	221925	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Restricted Share Unit (Right to Receive)	$	M	1592	Disposed	2020-02-16	Class A Ordinary Shares (1592)	Direct
2020-02-14	Restricted Share Unit (Right to Receive)	$	M	1192	Disposed	2021-02-15	Class A Ordinary Shares (1192)	Direct
2020-02-14	Restrictive Share Unit (Right to Receive)	$	M	1100	Disposed	2022-02-14	Class A Ordinary Shares (1100)	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 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: Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.

F3: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $233.75 to $234.74, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F4: The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1 entered into on October 30, 2019.

F5: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $234.75 to $235.74, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F6: The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $235.76 to $235.80, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

F7: Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

F8: 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.

F9: 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.

F10: 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.

F11: 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.