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: Brown Celia (Group Human Resources Director)

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	2887	$44.14	Disposed	21047.5257	Direct
2015-11-09	Ordinary Shares, nominal value $0.000115 per share	A	12769	$0.00	Acquired	33816.5257	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	33303	Acquired	2023-11-09	Ordinary Shares, nominal value $0.000115 per share (33303)	Direct

Footnotes

F1: Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of an aggregate of 7,963 restricted share units ("RSUs") granted on December 26, 2012, December 16, 2013 and December 16, 2014.

F2: Comprised of 12,769 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 17,103 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, and 1,400.5257 shares under the Issuer's Employee Stock Purchase Plan.

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.