WILLIS TOWERS WATSON PLC — Director's Dealing 2016

May 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2016-05-12

Reporting Person: UBBEN JEFFREY W (Director, See Remarks)
Reporting Person: ValueAct Holdings, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Master Fund, L.P. (Director, See Remarks)
Reporting Person: VA Partners I, LLC (Director, See Remarks)
Reporting Person: ValueAct Capital Management, L.P. (Director, See Remarks)
Reporting Person: ValueAct Capital Management, LLC (Director, See Remarks)
Reporting Person: ValueAct Holdings GP, LLC (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Ordinary Shares, nominal value $0.000304635 per share	X	200000	$116.84	Acquired	7880015	Indirect
2016-05-12	Ordinary Shares, nominal value $0.000304635 per share	X	228000	$116.58	Acquired	8108015	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-12	Forward purchase contract	$	X	200000	Disposed	2017-04-06	Ordinary Shares (200000)	Indirect
2016-05-12	Forward purchase contract	$	X	228000	Disposed	2017-04-06	Ordinary Shares (228000)	Indirect

Footnotes

F1: On March 4, 2016 the reporting persons entered into forward contracts which allow the holder to purchase from the counterparty 200,000 shares at $116.84 subject to conditions that became satisfied on March 31, 2016. The reporting persons elected physical settlement on May 12, 2016.

F2: On March 7, 2016 the reporting persons entered into forward contracts which allow the holder to purchase from the counterparty 228,000 shares at $116.58 subject to conditions that became satisfied on March 31, 2016. The reporting persons elected physical settlement on May 12, 2016.

F3: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.