Peter M Lieb Form 4 Aon / PETER M LIEB 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^*

LIEB PETER M

(Last) (First) (Middle)

200 EAST RANDOLPH ST.

(Street)

CHICAGO IL

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aon plc [ AON ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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
Class A Ordinary Stock	02/15/2018		A(1)		26,539	A	(1)	42,699.9	D
Class A Ordinary Stock	02/15/2018		F(2)		11,767	D	$140.89	30,932.9	D
Class A Ordinary Stock	02/16/2018		M(3)		885	A	(3)	31,817.9	D
Class A Ordinary Stock	02/16/2018		F(2)		372	D	$140.86	31,445.9	D
Class A Ordinary Stock	02/16/2018		M(3)		1,049	A	(3)	32,494.9	D
Class A Ordinary Stock	02/16/2018		F(2)		441	D	$140.86	32,053.9	D
Class A Ordinary Stock	02/16/2018		M(3)		845	A	(3)	32,898.9	D
Class A Ordinary Stock	02/16/2018		F(2)		355	D	$140.86	32,543.9	D

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 (Right to Receive)	(4)	02/15/2018		A		1,925		(5)	02/15/2021(5)	Class A Ordinary Shares	1,925	$0.00	1,925	D
Restricted Share Unit (Right to Receive)	(4)	02/16/2018		M			885	(6)	02/19/2018(6)	Class A Ordinary Shares	885	$0.00	0	D
Restricted Share Unit (Right to Receive)	(4)	02/16/2018		M			1,049	(7)	02/18/2019(7)	Class A Ordinary Shares	1,049	$0.00	1,049	D
Restricted Share Unit (Right to Receive)	(4)	02/16/2018		M			845	(8)	02/16/2020(8)	Class A Ordinary Shares	845	$0.00	1,692	D

Explanation of Responses:

1. Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the tenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 15, 2018, based on the Company's performance for the period from January 1, 2015 to December 31, 2017.

2. Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.

3. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

4. The restricted share unit award converts to Class A Ordinary Shares on a 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.

5. 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 award vests on each of the first through third anniversary of the date of the grant.

6. A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.

7. A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.

8. A restricted share unit award was granted on February 16, 2017 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan: 33 1/3% of the award vests on each of the first through third aniversary of the date of grant.

Remarks:

	/s/ Molly Johnson, pursuant to a power of attorney from Peter Lieb	02/20/2018
	** 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).
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