Willis Towers Watson Public Limited (WTW) Form 4 WILLIS TOWERS WATSON / Julie Jarecke Gebauer ownership change

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^*

Gebauer Julie Jarecke

(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 [ WTW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Health, Wealth &Career

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

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

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
Restricted Share Unit	(1)	01/17/2023		A		63.6892(2)		(1)	(1)	Ordinary Shares, nominal value $0.000304635 per share	63.6892	$0	21,800.2417	D
Restricted Share Unit	(1)	01/17/2023		A		6.7859(3)		(1)	(1)	Ordinary Shares, nominal value $0.000304635 per share	6.7859	$0	21,807.0276	D
Restricted Share Unit	(4)	01/17/2023		A		13.6959(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	13.6959	$0	4,226.0246	D
Dividend Equivalent Rights	(6)	01/17/2023		A		3.924(6)		(6)	(6)	Ordinary Shares, nominal value $0.000304635 per share	3.924	$0	13.72	D

Explanation of Responses:

1. Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis 6 months after the reporting person's termination date.

2. Represents dividends acquired under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees pursuant to the participant's deferral election and automatic deferral of earned awards under the Company's Long-Term Incentive Plan.

3. Represents dividends acquired pursuant to the Company's matching contribution on the participant's deferral pursuant to the terms of the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and credited to the participant's account in the form of restricted share units.

4. Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.

5. Represents dividends acquired pursuant to the Company's contribution under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees and credited to the participant's account in the form of restricted share units.

6. The dividend equivalent rights accrued on a time-based restricted share unit award and will vest based on the same vesting schedule applicable to the underlying restricted share unit award. Each dividend equivalent right is the economic equivalent of one WTW Ordinary Share.

	/s/ Julie J. Gebauer by Elaine Wiggins, Attorney-in-Fact (power of attorney previously filed)	01/19/2023
	** 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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