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 Aon plc [ AON ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Ordinary Stock | 11/05/2020 | G(1)(2) | V | 34,000 | D | $0.00 | 847,373 | D | ||
| Class A Ordinary Stock | 11/05/2020 | G(2) | V | 34,000 | A | $0.00 | 122,000 | I | By Trust A(3) | |
| Class A Ordinary Stock | 11/05/2020 | G(2) | V | 34,000 | D | $0.00 | 813,373 | D | ||
| Class A Ordinary Stock | 11/05/2020 | G(2) | V | 34,000 | A | $0.00 | 122,000 | I | By Trust B(3) | |
| Class A Ordinary Stock | 11/06/2020 | J(4) | V | 400,000 | D | (4) | 413,373 | D | ||
| Class A Ordinary Stock | 11/06/2020 | J(4) | V | 400,000 | A | (4) | 400,000 | I | By GRAT(5) | |
| Class A Ordinary Stock | 02/11/2021 | A(6) | 140,028 | A | (6) | 553,401 | D | |||
| Class A Ordinary Stock | 02/11/2021 | F(7) | 62,030 | D | $229.31 | 491,371 | D | |||
| Class A Ordinary Stock | 02/12/2021 | M(8) | 1,357 | A | (8) | 492,728 | D | |||
| Class A Ordinary Stock | 02/12/2021 | F(7) | 570 | D | $228.04 | 492,158 | D | |||
| Class A Ordinary Stock | 02/16/2021 | M(8) | 1,657 | A | (8) | 493,815 | D | |||
| Class A Ordinary Stock | 02/16/2021 | F(7) | 696 | D | $227.1 | 493,119 | D | |||
| Class A Ordinary Stock | 74,802 | I | By Trust C(9) | |||||||
| Class A Ordinary Stock | 74,802 | I | By Trust D(9) | |||||||
| 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 | ||||||||
| Restricted Share Unit (Right to Receive) | (10) | 02/12/2021 | A | 5,295 | (11) | 02/12/2024(11) | Class A Ordinary Shares | 5,295 | $0.00 | 5,295 | D | ||||
| Restrictive Share Unit (Right to Receive) | (10) | 02/12/2021 | M | 1,357 | (12) | 02/15/2022(12) | Class A Ordinary Shares | 1,357 | $0.00 | 1,357 | D | ||||
| Restricted Share Unit (Right to Receive) | (10) | 02/16/2021 | M | 1,657 | (13) | 02/16/2021(13) | Class A Ordinary Shares | 1,657 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. On April 1, 2020, Aon plc, an Irish public limited company (the "Company"), became the successor of Aon plc, a public limited company incorporated under the laws of England and Wales ("Aon UK"), pursuant to a scheme of arrangement under English law. Pursuant to the transaction, all outstanding Class A ordinary shares of Aon UK were exchanged, on a one-for-one basis, for Class A ordinary shares of the Company, and Aon UK became a wholly owned subsidiary of the Company. The transaction did not alter the proportionate interests of security holders. |
| 2. Represents the transfer of shares directly held by Reporting Person to a trust. |
| 3. Represents shares held by a trust for which an immediate family member serves as trustee. Includes 88,000 shares previously reported as being indirectly held "By Trust". |
| 4. Represents an exempt transfer (under Rule 16a-13) of shares previously reported as directly held by Reporting Person to a grantor retained annuity trust. |
| 5. Represents shares held by a grantor retained annuity trust, for which Reporting Person is trustee and sole beneficiary. |
| 6. Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the thirteenth 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 11, 2021, based on the Company's performance for the period from January 1, 2018 to December 31, 2020. |
| 7. Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award. |
| 8. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award. |
| 9. Represents shares held by a trust for which an immediate family member serves as trustee. Includes 74,802 shares previously reported as being indirectly held "By Trust". |
| 10. The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with Irish law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person. |
| 11. 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. |
| 12. A restricted share unit award was granted on February 15, 2019 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 anniversary of the date of grant. |
| 13. A restricted share unit award was granted on February 16, 2018 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 anniversary of the date of grant. |
| Remarks: |
| /s/ Julie Cho - Julie Cho pursuant to a power of attorney from Greg Case | 02/16/2020 | |
| ** 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. | ||