X0306 4 2016-09-15 0001140536 WILLIS TOWERS WATSON PLC WLTW 0001237783 MILLAY ROGER F C/O WILLIS GROUP LIMITED 51 LIME STREET LONDON X0 EC3M 7DQ UNITED KINGDOM 1 Chief Financial Officer Ordinary Shares, nominal value $0.000304635 per share 2016-09-15 4 A 0 11199 0 A 38963.982 D Ordinary Shares, nominal value $0.000304635 per share 2016-09-15 4 F 0 4904 122.30 D 34059.982 D The Reporting Person was granted unvested performance-vesting restricted stock units (PVRSUs) on September 25, 2013, which vest over a three-year performance period to the extent that certain predetermined performance criteria are achieved and based on the Reporting Person's continued employment with the Issuer. On August 20, 2016, the Compensation Committee certified the extent to which the performance criteria applicable to such PVRSUs were achieved; therefore, pursuant to the terms of the applicable award agreement, PVRSUs thereafter vested and were settled in shares on September 15, 2016 and are reported herein. The number of PVRSUs that vested includes additional Restricted Stock Units (RSUs) granted as a result of the special dividend declared by Towers Watson on December 29, 2015. This represents shares that were withheld by the Issuer to satisfy local withholding tax requirements. /s/ Roger F. Millay by Thomas Scholtes, Attorney-in-Fact (power of attorney previously filed) 2016-09-19