WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-02-13

Reporting Person: Catalano Anna C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Ordinary Shares, nominal value $0.000115 per share	M	30000	$36.19	Acquired	44425	Direct
2015-02-13	Ordinary Shares, nominal value $0.000115 per share	S	30000	$47.73	Disposed	14425	Direct
2015-02-13	Ordinary Shares, nominal value $0.000115 per share	S	3000	$47.92	Disposed	11425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-13	Stock Option (right to buy)	$36.19	M	30000	Disposed	2016-08-03	Ordinary Shares, nominal value $0.000115 per share (30000)	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 $47.66 to $47.81 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: The number of securities disposed of represents the aggregate number of shares sold in multiple open market transactions having prices ranging from $47.92 to $47.9252 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.

F3: Includes an aggregate of 2,440 restricted share units ("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 1,361 vested RSUs with a deferred settlement no later than January 2, 2017.

F4: The stock option was fully vested and exercisable on August 3, 2011.