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*
Case Gregory C

(Last) (First) (Middle)
AON CORPORATION - CORPORATE LAW DEPT
200 EAST RANDOLPH STREET, 8TH FLOOR

(Street)
CHICAGO IL 60601

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2016
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 Shares 02/18/2016 A(1) 287,980 A (1) 669,920 D
Class A Ordinary Shares 02/18/2016 F(2) 131,548 D $94.57 538,372 D
Class A Ordinary Shares 02/20/2016 M(3) 3,488 A (3) 541,860 D
Class A Ordinary Shares 02/20/2016 F(4) 1,594 D $93.58 540,266 D
Class A Ordinary Shares 176,000 I By Trust
Class A Ordinary Shares 500,000 I By Grantor Retained Annuity Trust
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) (5) 02/19/2016 A 11,220 02/19/2017(6) 02/19/2019 Class A Ordinary Shares 11,220 $0 11,220 D
Restricted Share Unit (Right to Receive) (5) 02/20/2016 M 3,488 02/20/2016(6) 02/20/2018 Class A Ordinary Shares 3,488 $0 6,976 D
Explanation of Responses:
1. Represents Class A Ordinary Shares issued upon the settlement of performance share units originally granted approximately three years ago under the eighth cycle of the Leadership Performance Program ("LPP8") on March 14, 2013. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 18, 2016 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2013 and ending December 31, 2015. In accordance with the terms of LPP8, and the achievement of specified growth targets under LPP8, settlement occurred at 200% of the original target value. The terms of LPP8 are more fully described in Aon plc's proxy statement filed with the SEC on June 24, 2014, and in the plan document filed as Exhibit 10.4 to Aon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 1, 2013.
2. Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a performance share unit award.
3. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
4. Class A Ordinary Shares withheld by the issuer for the payment of withholding taxes in connection with the vesting of a restricted share unit award.
5. The restricted share unit award converts to Class A Ordinary Shares on 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.
6. 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 awards vest on each of the first through third anniversaries of the date of grant.
/s/ Matthew M. Rice- Matthew M. Rice pursuant to a power of attorney from Gregory C. Case 02/22/2016
** 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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