Davies Christa Form 4 Aon / Christa Davies 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^*

Davies Christa

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2019

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	02/14/2019		A(1)		56,329	A	(1)	288,016	D
Class A Ordinary Stock	02/14/2019		F(2)		22,177	D	$169.62	265,839	D
Class A Ordinary Stock	02/14/2019		S		13,966	D	$170.6(3)(4)	251,873	D
Class A Ordinary Stock	02/14/2019		S		10,034	D	$170.4(4)(5)	241,839	D
Class A Ordinary Stock	02/15/2019		M(6)		1,192	A	(6)	243,031	D
Class A Ordinary Stock	02/15/2019		F(2)		470	D	$171.97	242,561	D
Class A Ordinary Stock	02/15/2019		M(6)		1,592	A	(6)	244,153	D
Class A Ordinary Stock	02/15/2019		F(2)		627	D	$171.97	243,526	D
Class A Ordinary Stock	02/15/2019		M(6)		1,974	A	(6)	245,500	D
Class A Ordinary Stock	02/15/2019		F(2)		777	D	$171.97	244,723	D
Class A Ordinary Stock	02/15/2019		S		22,704	D	$170.93(4)(7)	222,019	D
Class A Ordinary Stock	02/15/2019		S		11,448	D	$171.67(4)(8)	210,571	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
Restrictive Share Unit (Right to Receive)	(9)	02/14/2019		A		3,301		(10)	02/14/2022(10)	Class A Ordinary Shares	3,301	$0.00	3,301	D
Restricted Share Unit (Right to Receive)	(9)	02/15/2019		M			1,974	(11)	02/18/2019(11)	Class A Ordinary Shares	0	$0.00	0	D
Restricted Share Unit (Right to Receive)	(9)	02/15/2019		M			1,591	(12)	02/16/2020(12)	Class A Ordinary Shares	1,591	$0.00	1,593	D
Restricted Share Unit (Right to Receive)	(9)	02/15/2019		M			1,192	(13)	02/15/2021(13)	Class A Ordinary Shares	2,385	$0.00	2,385	D

Explanation of Responses:

1. Represents Class A Ordinary Shares upon the settlement of performance share unit awards originally granted approximately three years ago under the eleventh 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 14, 2019, based on the Company's performance for the period from January 1, 2016 to December 31, 2018.

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

3. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $170.12 to $171.09, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

4. The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1 entered into on October 31, 2018.

5. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $171.12 to $171.65, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

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

7. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $170.36 to $171.35, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

8. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $171.36 to $172.09, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer

9. 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.

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

11. 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 anniversary of the date of grant.

12. 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 anniversary of the date of grant.

13. A restricted share unit award was granted on February 15, 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/ Molly Johnson- Molly Johnson pursuant to power of attorney from Christa Davies	02/20/2019
	** Signature of Reporting Person	Date
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