WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Nov 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-11-09

Reporting Person: Greene John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-09	Ordinary Shares, nominal value $0.000115 per share	F	804	$44.14	Disposed	13532	Direct
2015-11-09	Ordinary Shares, nominal value $0.000115 per share	A	15323	$0.00	Acquired	28855	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-09	Stock Option (right to buy)	$44.05	A	39964	Acquired	2023-11-09	Ordinary Shares, nominal value $0.000115 per share (39964)	Direct

Footnotes

F1: Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of an aggregate of 1,710 restricted share units ("RSUs") granted on December 16, 2014.

F2: Comprised of 15,323 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer. The RSUs shall vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.

F3: Includes an aggregate of 27,949 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer, subject to the satisfaction of vesting requirements.

F4: The shares underlying the option will vest as to 33% on each of the first and second anniversaries of the grant date and as to 34% on the third anniversary of the grant date.