WILLIS TOWERS WATSON PLC — Director's Dealing 2018

Nov 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2018-11-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-13	Ordinary Shares, nominal value $0.000304635 per share	G	180	—	Disposed	90047	Direct
2018-11-13	Ordinary Shares, nominal value $0.000304635 per share	G	180	—	Acquired	534	Indirect
2018-11-13	Ordinary Shares, nominal value $0.000304635 per share	G	180	—	Disposed	89867	Direct
2018-11-13	Ordinary Shares, nominal value $0.000304635 per share	G	180	—	Acquired	534	Indirect
2018-11-13	Ordinary Shares, nominal value $0.000304635 per share	S	10000	$160.1525	Disposed	79867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-08	Restricted Share Unit	$	A	136.2324	Acquired		Ordinary Shares, nominal value $0.000304635 per share (136.2324)	Direct

Footnotes

F1: 180 shares gifted to the Dane Adam Gebauer Management Trust for the benefit of the reporting person's immediate family member.

F2: Irrevocable trust for the benefit of the reporting person's immediate family member.

F3: 180 shares gifted to the Jeffrey Austin Gebauer Management Trust for the benefit of the reporting person's immediate family member.

F4: This transaction was executed in multiple trades at prices ranging from $160.08 to $160.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.

F6: Includes restricted share units acquired pursuant to the Company's contribution under the terms of the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees and credited to the participant's account.