WILLIS TOWERS WATSON PLC — Director's Dealing 2021

Apr 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WLTW)
CIK: 0001140536
Period of Report: 2021-04-15

Reporting Person: Hess Carl Aaron (Head of IRR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Ordinary Shares, nominal value $0.000304635 per share	A	23.405	—	Acquired	47803.488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Restricted Share Unit	$	A	7.9807	Acquired		Ordinary Shares, nominal value $0.000304635 per share (7.9807)	Direct
2021-04-15	Restricted Share Unit	$	A	5.0314	Acquired		Ordinary Shares, nominal value $0.000304635 per share (5.0314)	Direct
2021-04-15	Restricted Share Unit	$	A	7.551	Acquired		Ordinary Shares, nominal value $0.000304635 per share (7.551)	Direct

Footnotes

F1: The dividend equivalent rights accrued on a number of performance-based restricted share units previously earned under the reporting person's performance-based restricted share unit award and credited in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units. Each dividend equivalent right is the economic equivalent of one WLTW Ordinary Share.

F2: 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.

F3: Represents dividends acquired pursuant to the participant's deferral election under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees.

F4: Represents dividends acquired pursuant to the Company's matching contribution on the participant's deferral election pursuant to the terms of the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and credited to the participant's account in the form of restricted share units.

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