WILLIS TOWERS WATSON PLC — Director's Dealing 2016

Jan 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2016-01-04

Reporting Person: MILLAY ROGER F (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Ordinary Shares, nominal value $0.000304635 per share	A	27764	—	Acquired	27764	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Stock Option (right to buy)	$110.58	A	50367	Acquired	2022-09-10	Ordinary Shares, nominal value $0.000304635 per share (50367)	Direct
2016-01-04	Restricted Share Unit	$0	A	1786	Acquired	1988-08-08	Ordinary Shares, nominal value $0.000304635 per share (1786)	Direct
2016-01-04	Stock Option (right to buy)	$35.88	A	12073	Acquired	2017-03-04	Ordinary Shares, nominal value $0.000304635 per share (12073)	Direct

Footnotes

F1: Received pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and Towers Watson & Co. ("TW") in exchange for an equal number of shares of TW Class A Common Stock ("Common Stock") having a market value of $123.00 per share on January 4, 2015, the closing date of the Merger.

F2: Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $110.58 per share. The option vests in full on July 1, 2018, subject to the reporting person's continued service with Willis or any subsidiary through such vesting date.

F3: Received in the Merger in exchange for restricted stock units with a value equivalent to a number of shares of TW Common Stock (after rounding down to the nearest whole number of shares in accordance with the terms of the Merger Agreement) equal to the number of Willis ordinary shares represented by such Restricted Share Unit.

F4: Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $35.88 per share. The option terminates: (i) within three (3) years following the date of retirement or disability; (ii) within one (1) year after death or an involuntary termination; or (iii) on date of termination, if termination is due to any other reason including but not limited to a voluntary termination or a termination for cause.