WILLIS TOWERS WATSON PLC — Director's Dealing 2017

Sep 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2017-09-15

Reporting Person: Gebauer Julie Jarecke (Head of Human Capital&Benefits)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-15	Restricted Share Unit	$	A	15435	Acquired		Ordinary Shares, nominal value $0.000304635 per share (15435)	Direct
2017-09-15	Restricted Share Unit	$	F	364	Disposed		Ordinary Shares, nominal value $0.000304635 per share (364)	Direct

Footnotes

F1: Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis 6 months after the reporting person's termination date.

F2: The Reporting Person was granted unvested performance-vesting restricted share 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. Pursuant to the terms of the applicable award agreement, the award's performance in the event of a Change in Control occurring during the performance period was considered to be the greater of target or actual performance at the time of the Change in Control. As the PVRSUs were accruing at 204% at the time of the Willis Towers Watson merger, that level of performance was locked in upon the closing of the merger. The PVRSUs thereafter vested and were settled in shares on September 15, 2017 and are reported herein. The number of PVRSUs that vested includes additional restricted share units granted as a result of the special dividend declared by Towers Watson on December 29, 2015. In order to maintain the Company's tax deductions, these shares are being deferred into the Towers Watson Non-Qualified Deferred Savings Plan for US Employees.

F3: This represents restricted share units that were withheld by the Issuer to satisfy local withholding tax requirements.