SEC FORM 4

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^*

Konieczny James

(Last)

(First)

(Middle)

100 HALF DAY ROAD

(Street)

LINCOLNSHIRE

60069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEWITT ASSOCIATES INC [ HEW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT - HR BPO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2010		F		2,567	D	$50.43	58,059	D
Common Stock	10/01/2010		A		11,594⁽¹⁾	A	$0.00	69,653	D
Common Stock	10/01/2010		D		69,653	D	⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Shares of Common Stock	$19	10/01/2010		D			8,400	⁽³⁾	06/27/2012	Common Stock	8,400	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$24.1	10/01/2010		D			9,200	⁽³⁾	06/30/2013	Common Stock	9,200	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$27.47	10/01/2010		D			11,700	⁽³⁾	06/30/2014	Common Stock	11,700	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$25.24	10/01/2010		D			27,000	⁽³⁾	12/01/2016	Common Stock	27,000	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$37.65	10/01/2010		D			17,000	⁽³⁾	12/03/2017	Common Stock	17,000	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$26.4	10/01/2010		D			25,000	⁽³⁾	12/01/2018	Common Stock	25,000	⁽⁴⁾	0	D
Option to Purchase Shares of Common Stock	$41.33	10/01/2010		D			20,000	⁽³⁾	12/01/2019	Common Stock	20,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Represents vesting of Performance Share Units in connection with the merger with Aon Corporation.

2. Disposed of pursuant to the terms of the merger agreement between issuer and Aon in exchange for cash and shares of Aon common stock. The closing price of Aon common stock on the disposition date was $39.28 per share.

3. These options have a variety of different vesting schedules, which have been previously disclosed. All options that were unvested as of October 1, 2010, were accelerated in connection with the merger.

4. These options were converted in the merger into an option to purchase shares of Aon common stock based on an exchange ratio as set forth in the merger agreement.

	/s/ Kathryn D. Ingraham, Attorney-In-Fact	10/04/2010
	** 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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