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WILLIS TOWERS WATSON PLC Director's Dealing 2014

Aug 15, 2014

30135_dirs_2014-08-15_1c942f34-eb4b-41a1-b8a7-89e641d8af03.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2014-08-13

Reporting Person: Jones Todd J. (CEO, Willis North America)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-08-13 Ordinary Shares, nominal value $0.000115 per share M 50000 $26.17 Acquired 71047.7624 Direct
2014-08-13 Ordinary Shares, nominal value $0.000115 per share S 50000 $41.04 Disposed 21047.7624 Direct
2014-08-13 Ordinary Shares, nominal value $0.000115 per share S 9588 $41.00 Disposed 11459.7624 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-08-13 Stock Option (right to buy) $26.17 M 50000 Disposed 2017-05-05 Ordinary Shares, nominal value $0.000115 per share (50000) Direct

Footnotes

F1: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $41.00 to $41.13 per share. The price listed in Table I represents the weighted average sale price for such sales. The reporting person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer, or a stockholder of the Issuer, upon request, information regarding the number of shares sold at each separate price within the range.

F2: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $41.00 to $41.03 per share. The price listed in Table I represents the weighted average sale price for such sales. The reporting person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer, or a stockholder of the Issuer, upon request, information regarding the number of shares sold at each separate price within the range.

F3: Includes an aggregate of 10,402 restricted share units, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer, subject to the satisfaction of vesting requirements, and 1,140.7624 shares under the Issuer's Employee Stock Purchase Plan.

F4: The stock option was fully vested and exercisable as of May 5, 2014.