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)

200 EAST RANDOLPH ST.

(Street)

CHICAGO

(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)
02/17/2023

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 Stock	02/17/2023		S		3,845	D	$309.54⁽¹⁾⁽²⁾	246,970	D
Class A Ordinary Stock	02/17/2023		S		47,099	D	$310.19⁽¹⁾⁽³⁾	199,871	D
Class A Ordinary Stock	02/17/2023		S		300	D	$310.78⁽¹⁾⁽⁴⁾	199,571	D
Class A Ordinary Stock	02/17/2023		M⁽⁵⁾		871	A	⁽⁵⁾	200,442	D
Class A Ordinary Stock	02/17/2023		F⁽⁶⁾		343	D	$310.27	200,099	D
Class A Ordinary Stock	02/21/2023		S		6,455	D	$304.15⁽¹⁾⁽⁷⁾	193,644	D
Class A Ordinary Stock	02/21/2023		S		8,753	D	$305.08⁽¹⁾⁽⁸⁾	184,891	D
Class A Ordinary Stock	02/21/2023		S		3,797	D	$306.11⁽¹⁾⁽⁹⁾	181,094	D
Class A Ordinary Stock	02/21/2023		S		1,523	D	$306.87⁽¹⁾⁽¹⁰⁾	179,571	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)
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)
Restricted Share Unit (Right to Receive)	⁽¹¹⁾	02/17/2023		M			871	⁽¹²⁾	02/17/2025⁽¹²⁾	Class A Ordinary Shares	871	$0.00	1,744	D

Explanation of Responses:

1. The transactions reported were effected pursuant to a trading plan meeting the requirements of SEC Rule 10b5-1 entered into on November 23, 2022.

2. 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 $308.725 to $309.72, 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.

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 $309.75 to $310.745, 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 price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $310.76 to $310.79, 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.

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 payment of taxes in connection with the vesting of the 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 $303.59 to $304.58, 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 $304.60 to $305.46, 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 price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $305.63 to $306.62, 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.

10. 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 $306.65 to $307.40, 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.

11. The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with Irish law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person.

12. A restricted share unit award was granted on February 17, 2022 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/ Julie Cho - Julie Cho pursuant to a power of attorney from Christa Davies	02/22/2023
	** 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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