WILLIS TOWERS WATSON PLC — Director's Dealing 2023

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WTW)
CIK: 0001140536
Period of Report: 2023-04-01

Reporting Person: Gebauer Julie Jarecke (Head of Health, Wealth &Career)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Ordinary Shares, nominal value $0.000304635 per share	A	1398	—	Acquired	83948	Direct
2023-04-01	Ordinary Shares, nominal value $0.000304635 per share	X	4	—	Acquired	83952	Direct
2023-04-01	Ordinary Shares, nominal value $0.000304635 per share	A	860	—	Acquired	84812	Direct
2023-04-03	Ordinary Shares, nominal value $0.000304635 per share	S	2500	$232.3763	Disposed	82312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Dividend Equivalent Rights	$	X	4	Disposed		Ordinary Shares, nominal value $0.000304635 per share (4)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares, nominal value $0.000304635 per share	534	Indirect
Ordinary Shares, nominal value $0.000304635 per share	534	Indirect

Footnotes

F1: Comprised of 1,398 time-based restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer. The RSUs shall vest ratably over a three-year period as of the first, second and third anniversaries of the grant date.

F2: Comprised of 860 time-based RSUs which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer. The RSUs shall vest ratably over a two-year period as of the first and second anniversaries of the grant date.

F3: The sales reported in this Form 4 were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person during an open trading window in a prior quarter.

F4: This transaction was executed in multiple trades at prices ranging from $232.09 to $232.8845. 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: The dividend equivalent rights accrued on the reporting person's RSU award and were credited in the form of additional RSUs that vested and were payable at the same time as the underlying RSUs. Each dividend equivalent right is the economic equivalent of one WTW Ordinary Share.