WILLIS TOWERS WATSON PLC — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-08-11

Reporting Person: UBBEN JEFFREY W (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Holdings, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: VA Partners I, LLC (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, 10% Owner, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, 10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Ordinary Shares, nominal value $0.000115 per share	A	2440	—	Acquired	4815	Direct
2014-08-12	Ordinary Shares, nominal value $0.000115 per share	F	1140	$40.97	Disposed	3675	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	18422600	Indirect

Footnotes

F1: Comprised of 2,440 restricted share units ("RSUs") awarded to Jeffrey W. Ubben as a Director of the Company, which represent the right to receive ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company. The RSUs shall vest in full on August 11, 2015.

F2: This number represents common stock and other equity awards that were previously reported in Table 1.

F3: Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the RSUs for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

F4: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F5: Withholding of shares by Issuer incident to the vesting and settlement of 2,375 RSUs granted on August 12, 2013.

F6: The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.