WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Aug 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-08-10

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
2015-08-10	Ordinary Shares, nominal value $0.000115 per share	A	2154	—	Acquired	4594	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000115 per share	18423835	Indirect

Footnotes

F1: Comprised of 2,154 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer. The RSUs shall vest in full on August 10, 2016.

F2: Includes 2,154 RSUs noted in footnote (1) and gives effect to vests of RSUs granted in August 2014.

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: 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.