SEC Filing | Willis Towers Watson

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jones Todd J.

(Last)

(First)

(Middle)

C/O WILLIS GROUP HOLDINGS PLC

51 LIME STREET

(Street)

LONDON, ENGLAND

EC3M 7DQ

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2013

3. Issuer Name and Ticker or Trading Symbol
WILLIS GROUP HOLDINGS PLC [ WSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Willis North America

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, nominal value $0.000115 per share	16,828⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	05/05/2011⁽²⁾	05/05/2017	Ordinary Shares, nominal value $0.000115 per share	50,000	26.17	D
Option	09/15/2004⁽³⁾	09/15/2013	Ordinary Shares, nominal value $0.000115 per share	3,600	30.35	D
Option	12/26/2014⁽⁴⁾	12/26/2020	Ordinary Shares, nominal value $0.000115 per share	10,217	33.54	D
Option	05/06/2011	05/06/2015	Ordinary Shares, nominal value $0.000115 per share	16,666	37.06	D
Option	01/01/2005⁽³⁾	03/19/2014	Ordinary Shares, nominal value $0.000115 per share	10,000	38.06	D
Option	05/02/2014⁽⁵⁾	05/02/2019	Ordinary Shares, nominal value $0.000115 per share	6,492	41.51	D

Explanation of Responses:

1. Includes an aggregate of 9,286 RSUs subject to the satisfaction of vesting requirements.

2. On May 5, 2009, the reporting person was granted 50,000 options to purchase ordinary shares, par value $0.000115 per share, of Willis Group Holdings Public Limited Company (the "Company"), subject to the Company achieving certain performance criteria, which were met. The options vested as to 25% on each of the second, third and fourth anniversaries of the date of grant and shall vest as to 25% on May 5, 2014.

3. These options are fully vested and exercisable.

4. On December 26, 2012, the reporting person was granted 10,217 options to purchase ordinary shares, par value $0.000115 per share, of the Company. The options shall vest as to 50% on each of the second and third anniversaries of the date of grant.

5. On May 2, 2011, the reporting person was granted 7,088 options to purchase ordinary shares, par value $0.000115 per share, of the Company, subject to the Company achieving certain performance criteria. 6,492 options were earned and 596 were forfeited. The earned options shall vest 50% on each of the third and fourth anniversaries of the grant date.

	/s/ Todd Jones	07/09/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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