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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol WILLIS TOWERS WATSON PLC [ WTW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/20/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/20/2022 | X | 34 | A | $0 | 73,869.836 | D | |||
| Ordinary Shares, nominal value $0.000304635 per share | 07/20/2022 | F | 1,395(1) | D | $198.47 | 72,474.836 | D | |||
| Ordinary Shares, nominal value $0.000304635 per share | 6,670 | I | Trusts(2) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Dividend Equivalent Rights | (3) | 07/20/2022 | X | 34 | (3) | (3) | Ordinary Shares, nominal value $0.000304635 per share | 34 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of 4,446 restricted share units on July 20, 2022. |
| 2. Irrevocable trusts for the benefit of the reporting person's immediate family members as follows: 125 shares - TSW Trust; 125 shares - JASW Trust; 125 shares - CSW Trust; 125 shares - KAW Trust; 125 shares - BSW2 Trust; 125 shares - MJW Trust; 685 shares - SCW Trust; 685 shares - ETW Trust; 685 shares - CPW Trust; 685 shares - GHW Trust; 685 shares - ESW Trust; 685 shares - JWW Trust; 550 shares - DJW Trust; 420 shares - AEW Trust; 420 shares - CAW; and 420 shares - ES Trust. |
| 3. The dividend equivalent rights accrued on a number of performance-based restricted share units previously earned under the reporting person's performance-based restricted share unit award and credited in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units. Each dividend equivalent right is the economic equivalent of one WTW Ordinary Share. |
| /s/ Gene H. Wickes by Elaine Wiggins, Attorney-in-Fact (power of attorney previously filed) | 07/22/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||