WILLIS TOWERS WATSON PLC — Director's Dealing 2016

Sep 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2016-09-15

Reporting Person: MILLAY ROGER F (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-15	Ordinary Shares, nominal value $0.000304635 per share	A	11199	—	Acquired	38963.982	Direct
2016-09-15	Ordinary Shares, nominal value $0.000304635 per share	F	4904	$122.30	Disposed	34059.982	Direct

Footnotes

F1: The Reporting Person was granted unvested performance-vesting restricted stock units (PVRSUs) on September 25, 2013, which vest over a three-year performance period to the extent that certain predetermined performance criteria are achieved and based on the Reporting Person's continued employment with the Issuer. On August 20, 2016, the Compensation Committee certified the extent to which the performance criteria applicable to such PVRSUs were achieved; therefore, pursuant to the terms of the applicable award agreement, PVRSUs thereafter vested and were settled in shares on September 15, 2016 and are reported herein. The number of PVRSUs that vested includes additional Restricted Stock Units (RSUs) granted as a result of the special dividend declared by Towers Watson on December 29, 2015.

F2: This represents shares that were withheld by the Issuer to satisfy local withholding tax requirements.