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Form 4 Aon plc For: Feb 15 Filed by: Grace Caroline

February 20, 2018 8:49 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Grace Caroline
(Last) (First) (Middle)
200 EAST RANDOLPH ST.
(Street)
CHICAGO IL
(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)
CEO, Global Retirement & Inves
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018
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 Stock 02/15/2018   A (1)   10,616 A (1) 55,914.87 (2) D  
Class A Ordinary Stock 02/15/2018   F (3)   3,650 D $ 140.89 52,264.87 D  
Class A Ordinary Stock 02/16/2018   M (4)   605 A (4) 52,869.87 D  
Class A Ordinary Stock 02/16/2018   F (3)   268 D $ 140.86 52,601.87 D  
Class A Ordinary Stock 02/16/2018   M (4)   740 A (4) 53,341.87 D  
Class A Ordinary Stock 02/16/2018   F (3)   328 D $ 140.86 53,013.87 D  
Class A Ordinary Stock 02/16/2018   M (4)   537 A (4) 53,550.87 D  
Class A Ordinary Stock 02/16/2018   F (3)   238 D $ 140.86 53,312.87 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit (Right to Receive) (5) 02/15/2018   A   1,565     (6) 02/15/2021 (6) Class A Ordinary Shares 1,565 $ 0 1,565 D  
Restricted Share Unit (Right to Receive) (5) 02/16/2018   M     605   (7) 02/19/2018 (7) Class A Ordinary Shares 605 $ 0 0 D  
Restricted Share Unit (Right to Receive) (5) 02/16/2018   M     740   (8) 02/18/2019 (8) Class A Ordinary Shares 740 $ 0 741 D  
Restricted Share Unit (Right to Receive) (5) 02/16/2018   M     537   (9) 02/16/2020 (9) Class A Ordinary Shares 537 $ 0 1,075 D  
Explanation of Responses:
1. Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the tenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 15, 2018, based on the Company's performance for the period from January 1, 2015 to December 31, 2017.
2. Includes shares acquired under the Aon employee stock purchase plan on December 29, 2017.
3. Class A Ordinary Shares withheld by the issuer for payment of withholding taxes in connection with the vesting of the award.
4. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
5. The restricted share unit award converts to Class A Ordinary Shares on a 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 award vests on each of the first through third anniversary of the date of the grant.
7. A restricted share unit award was granted on February 19, 2015 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 aniversary of the date of grant.
8. A restricted share unit award was granted on February 18, 2016 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 aniversary of the date of grant.
9. A restricted share unit award was granted on February 16, 2017 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 aniversary of the date of grant.
/s/ Molly Johnson pursuant to power of attorney from Caroline Grace 02/20/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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