SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HALEY JOHN J

(Last) (First) (Middle)
C/O WILLIS GROUP LIMITED
51 LIME STREET

(Street)
LONDON X0 EC3M 7DQ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WILLIS TOWERS WATSON PLC [ WLTW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, nominal value $0.000304635 per share 12/29/2021 A 46,688(1) A $0(2) 368,655 D
Ordinary Shares, nominal value $0.000304635 per share 12/29/2021 F 18,373(3) D $238.72 350,282 D
Ordinary Shares, nominal value $0.000304635 per share 12/31/2021 A 2,570(4) A $0(2) 352,852 D
Ordinary Shares, nominal value $0.000304635 per share 12/31/2021 F 1,012(3) D $237.49 351,840 D
Ordinary Shares, nominal value $0.000304635 per share 96,020 I Grantor Retained Annuity Trusts
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents ordinary shares of the Issuer to be delivered to the Reporting Person by the Issuer in respect of preliminary earned performance shares pursuant to a Performance-Based Restricted Share Unit Agreement granted as of February 26, 2019, as amended (the "Agreement"). Also includes ordinary shares of the Issuer issuable pursuant to the dividend equivalent right under the terms of the Agreement.
2. Not applicable.
3. Represents ordinary shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the delivery of preliminary earned performance shares and final earned performance shares, as the case may be, pursuant to the Agreement.
4. Represents ordinary shares of the Issuer to be delivered to the Reporting Person by the Issuer in respect of final earned performance shares pursuant to the Agreement. Also includes ordinary shares of the Issuer issuable pursuant to the dividend equivalent right under the terms of the Agreement.
/s/ John J. Haley by Elaine Wiggins, Attorney-in-Fact (power of attorney previously filed) 01/03/2022
** 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 4 (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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