WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Nov 13, 2015

SEC Form 4/A — Form 4/A

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

Reporting Person: WRIGHT TIMOTHY D (CEO, Willis International)

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	9375	$44.14	Disposed	42997	Direct
2015-11-09	Ordinary Shares, nominal value $0.000115 per share	A	6810	$0.00	Acquired	49787	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	53285	Acquired	2023-11-09	Ordinary Shares, nominal value $0.000115 per share (53285)	Direct

Footnotes

F1: Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of an aggregate of 19,942 restricted share units ("RSUs") granted on December 26, 2012, December 16, 2013 and December 16, 2014.

F2: Comprised of 6,810 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: This amendment was made solely to correct: in Tables I and II, the number of acquired securities and the number of securities beneficially owned following the reported transaction; and in Table II, the number of underlying securities.

F4: Includes an aggregate of 13,742 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.

F5: 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.