WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-16	Ordinary Shares, nominal value $0.000115 per share	M	16666	$37.06	Acquired	31656.7624	Direct
2015-02-17	Ordinary Shares, nominal value $0.000115 per share	S	16666	$47.42	Disposed	14990.7624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-16	Stock Option (right to buy)	$37.06	M	16666	Disposed	2015-05-06	Ordinary Shares, nominal value $0.000115 per share (16666)	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 $47.30 to $47.68 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: Includes an aggregate of 11,680 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.

F3: The stock option was fully vested and exercisable on May 6, 2013.