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: HALEY JOHN J (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Restricted Share Unit	$	A	310.681	Acquired		Ordinary Shares, nominal value $0.000304635 per share (310.681)	Direct
2021-04-15	Restricted Share Unit	$	A	17.5745	Acquired		Ordinary Shares, nominal value $0.000304635 per share (17.5745)	Direct
2021-04-15	Restricted Share Unit	$	A	41.3784	Acquired		Ordinary Shares, nominal value $0.000304635 per share (41.3784)	Direct
2021-04-15	Dividend Equivalent Rights	$	A	840.472	Acquired		Ordinary Shares, nominal value $0.000304635 per share (840.472)	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: Represents dividends acquired under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees pursuant to the participant's deferral election and automatic deferral of earned awards under the Company's Long-Term Incentive Plan.

F3: Represents dividends acquired pursuant to the Company's matching contribution on the participant's deferral 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.

F4: Vested shares under the 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.

F5: 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.

F6: The dividend equivalent rights accrued on a number of Ordinary Shares of the Issuer previously earned under the reporting person's performance-based restricted share unit award and will settle based on the same settlement schedule applicable to the underlying restricted share unit award. Each dividend equivalent right is the economic equivalent of one WLTW Ordinary Share.

F7: The dividend equivalent rights accrued on a number of Ordinary Shares of the Issuer previously earned under the reporting person's performance-based restricted share unit award (including Ordinary Shares of the Issuer that were issuable pursuant to the dividend equivalent rights provided under the terms of the award agreement) and credited in the form of restricted share units, of which 50% will settle on the reporting person's termination of service and the remaining 50% will settle upon the later of the first anniversary of the certification date and the reporting person's termination of service. The dividend equivalent rights will be settled based on the same settlement schedule applicable to the underlying restricted share units. Each dividend equivalent right is the economic equivalent of one WLTW Ordinary Share.