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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 45.895 | 02/17/2017 | M | 6,534 | (7) | 11/12/2017 | Class A Ordinary Shares | 6,534 | (8) | 0 | D | ||||
| Restricted Share Unit (Right to Receive) | (9) | 02/16/2017 | A | 4,775 | 02/16/2018(10) | 02/16/2020(10) | Class A Ordinary Shares | 4,775 | $ 0 | 4,775 | D | ||||
| Restricted Share Unit (Right to Receive) | (9) | 02/17/2017 | M | 1,774 | 02/19/2017(11) | 02/19/2018(11) | Class A Ordinary Shares | 1,774 | $ 0 | 1,775 | D | ||||
| Restricted Share Unit (Right to Receive) | (9) | 02/17/2017 | M | 1,974 | 02/18/2017(12) | 02/18/2019(12) | Class A Ordinary Shares | 1,974 | $ 0 | 3,948 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Davies Christa C/O AON PLC 8 DEVONSHIRE SQUARE LONDON, X0 EC2M 4PL |
EVP and CFO | |||
| /s/ Michele D. Welsh- by Michele D. Welsh pursuant to a power of attorney from Christa Davies | 02/21/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the ninth cycle of the Leadership Performance Program ("LPP9") on March 13, 2014. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 16, 2017 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2014 and ending December 31, 2016. The terms of LPP9 are more fully described in Aon plc's proxy statement filed with the SEC on April 24, 2015. |
| (2) | Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a performance share unit award. |
| (3) | The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1. |
| (4) | The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.740 to $117.590, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | Class A Ordinary Shares acquired upon the vesting of a restricted share unit award. |
| (6) | Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a restricted share unit award. |
| (7) | Vesting occurred in accordance with the terms of Aon Stock Incentive Plan as follows: one-third of the options vested on the each of the second through fourth anniversary of the date of grant. |
| (8) | Stock option granted pursuant to Aon Stock Incentive Plan. |
| (9) | The restricted share unit award converts to Class A Ordinary Shares on 1-for-1 basis. In accordance with U.K. law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person. |
| (10) | The restricted share unit award vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant. |
| (11) | A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant. |
| (12) | A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant. |