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^*

Nadler David A

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARSH & MCLENNAN COMPANIES, INC. [ MMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman, Office of CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2012

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	09/25/2012		M		3,691	A	$34.2211	109,995.4722⁽¹⁾	D
Common Stock	09/25/2012		S		3,691	D	$34.2211	106,304.4722	D
Common Stock	09/25/2012		M		11,071	A	$34.2211	117,375.4722	D
Common Stock	09/25/2012		S		11,071	D	$34.2211	106,304.4722	D
Common Stock	09/25/2012		M		35,000	A	$34.2211	141,304.4722	D
Common Stock	09/25/2012		S		35,000	D	$34.2211	106,304.4722	D
Common Stock	09/25/2012		M		94,697	A	$34.2211	201,001.4722	D
Common Stock	09/25/2012		S		94,697	D	$34.2211	106,304.4722	D
Common Stock	09/25/2012		M		122,550	A	$34.2211	228,854.4722	D
Common Stock	09/25/2012		S		122,550	D	$34.2211	106,304.4722	D
Common Stock	09/25/2012		M		425	A	$34.2211	106,729.4722	D
Common Stock	09/25/2012		S		425	D	$34.2211	106,304.4722	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)
Stock Options (Right to Buy)	$27.86	09/25/2012		M			3,691	03/17/2008	03/16/2014	Common Stock	3,691	$0	0	D
Stock Options (Right to Buy)	$27.86	09/25/2012		M			11,071	07/01/2007	03/16/2014	Common Stock	11,071	$0	0	D
Stock Options (Right to Buy)	$27.86	09/25/2012		M			35,000	07/01/2007	03/19/2013	Common Stock	35,000	$0	0	D
Stock Options (Right to Buy)	$26.07	09/25/2012		M			94,697	⁽²⁾	02/25/2018	Common Stock	94,697	$0	0	D
Stock Options (Right to Buy)	$19.045	09/25/2012		M			122,550	⁽³⁾	02/22/2019	Common Stock	122,550	$0	40,849	D
Stock Options (Right to Buy)	$22.705	09/25/2012		M			425	⁽⁴⁾	02/21/2020	Common Stock	425	$0	192,874	D

Explanation of Responses:

1. Includes dividend reinvestment shares acquired on May 15, 2012 and August 15, 2012.

2. These options were granted on February 26, 2008 and vested in four equal installments on February 26th of 2009, 2010, 2011 and 2012. These options become exercisable only if, after they are vested, the price of Marsh & McLennan Companies common stock is at least 15% higher than the exercise price of the options for ten consecutive trading days.

3. These options were granted on February 23, 2009 and vest in four equal annual installments beginning on the first anniversary of the grant date. The first three installments vested and became exercisable on February 23, 2010, February 23, 2011 and February 23, 2012. The remaining installment vests on February 23, 2013.

4. These options were granted on February 22, 2010 and vest in four equal annual installments beginning on the first anniversary of the grant date. The first two installments vested and became exercisable on February 22, 2011 and February 22, 2012. The second two installments vest on February 22, 2013 and February 22, 2014.

	/s/ Lucy Fato, Attorney-in-Fact	09/27/2012
	** 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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