WILLIS TOWERS WATSON PLC — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2016-08-10

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
2016-08-10	Ordinary Shares, nominal value $0.000304635 per share	F	391	$121.23	Disposed	1343	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000304635 per share	8108015	Indirect

Footnotes

F1: Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of an aggregate of 813 restricted share units ("RSUs") granted on August 10, 2015 (reflects adjusted award amount following the merger between Willis Group Holdings plc and Towers Watson & Co., original award amount on August 10, 2015 was 2,154 RSUs).

F2: Includes previous award of 921 RSUs of the Issuer, granted on August 11, 2014 which vested on August 11, 2015 (reflects adjusted award amount following the merger between Willis Group Holdings plc and Towers Watson & Co., original award amount on August 11, 2014 was 2,440 RSUs).

F3: The ValueAct entities referred to in this footnote 3 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the RSUs for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (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.

F4: 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.

F5: 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.