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^*

Davies Christa

(Last)

(First)

(Middle)

C/O AON PLC

8 DEVONSHIRE SQUARE

(Street)

LONDON

EC2M 4PL

(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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017

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)
Class A Ordinary Shares	02/16/2017		A⁽¹⁾		71,802	A	⁽¹⁾	301,315	D
Class A Ordinary Shares	02/16/2017		F⁽²⁾		30,120	D	$117.28	271,195	D
Class A Ordinary Shares	02/17/2017		M⁽³⁾		6,534	A	$45.895	277,729	D
Class A Ordinary Shares	02/17/2017		S⁽³⁾		48,216	D	$117.418⁽⁴⁾	229,513	D
Class A Ordinary Shares	02/17/2017		M⁽⁵⁾		1,774	A	⁽⁵⁾	231,287	D
Class A Ordinary Shares	02/17/2017		F⁽⁶⁾		745	D	$117.53	230,542	D
Class A Ordinary Shares	02/17/2017		M⁽⁵⁾		1,974	A	⁽⁵⁾	232,516	D
Class A Ordinary Shares	02/17/2017		F⁽⁶⁾		829	D	$117.53	231,687	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)
Employee Stock Option (Right to Buy)	$45.895	02/17/2017		M			6,534	⁽⁷⁾	11/12/2017	Class A Ordinary Shares	6,534	⁽⁸⁾	0	D
Restricted Share Unit (Right to Receive)	⁽⁹⁾	02/16/2017		A		4,775		02/16/2018⁽¹⁰⁾	02/16/2020⁽¹⁰⁾	Class A Ordinary Shares	4,775	$0	4,775	D
Restricted Share Unit (Right to Receive)	⁽⁹⁾	02/17/2017		M			1,774	02/19/2017⁽¹¹⁾	02/19/2018⁽¹¹⁾	Class A Ordinary Shares	1,774	$0	1,775	D
Restricted Share Unit (Right to Receive)	⁽⁹⁾	02/17/2017		M			1,974	02/18/2017⁽¹²⁾	02/18/2019⁽¹²⁾	Class A Ordinary Shares	1,974	$0	3,948	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 ninth cycle of the Leadership Performance Program ("LPP9") on March 13, 2014. The number of shares issued was determined by the Organization and Compensation Committee of Aon's Board of Directors on February 16, 2017 based upon Aon's performance relative to a cumulative adjusted three year earnings per share target for the period beginning January 1, 2014 and ending December 31, 2016. The terms of LPP9 are more fully described in Aon plc's proxy statement filed with the SEC on April 24, 2015.

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. The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1.

4. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $116.740 to $117.590, inclusive. The reporting person undertakes to provide to Aon plc, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

6. 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.

7. Vesting occurred in accordance with the terms of Aon Stock Incentive Plan as follows: one-third of the options vested on the each of the second through fourth anniversary of the date of grant.

8. Stock option granted pursuant to Aon Stock Incentive Plan.

9. 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.

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 awards vest on each of the first through third anniversaries of the date of the grant.

11. A restricted share unit award was granted on February 19, 2015 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.

12. A restricted share unit award was granted on February 18, 2016 and vests in accordance with the terms of the Aon Stock Incentive Plan as follows: 33 1/3% of the awards vest on each of the first through third anniversaries of the date of the grant.

	/s/ Michele D. Welsh- by Michele D. Welsh pursuant to a power of attorney from Christa Davies	02/21/2017
	** Signature of Reporting Person	Date
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