Sec Form 4 Filing - Gilbert E Scott @ MARSH & MCLENNAN COMPANIES, INC. - 2017-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gilbert E Scott 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) SVP, Chief Information Officer (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2017 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 02/22/2017 M 41,474 A $ 0 74,987 D Common Stock 02/22/2017 S 41,474 D $ 72.769 33,513 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to Buy) $ 73.195 02/22/2017 A 33,312 ( 1 ) 02/21/2027 Common Stock 33,312 $ 0 33,312 D Restricted Stock Units ( 2 ) 02/22/2017 A( 3 ) 3,416 ( 4 ) ( 4 ) Common Stock 3,416 $ 0 12,888 D Restricted Stock Units ( 2 ) 02/22/2017 A( 5 ) 6,251 ( 4 ) ( 4 ) Common Stock 6,251 $ 0 19,139 D Stock Options (Right to Buy) $ 30.595 02/22/2017 M 41,474 ( 6 ) 02/20/2021 Common Stock 41,474 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilbert E Scott 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 SVP, Chief Information Officer Signatures /s/ Tiffany D. Wooley, Attorney-in-Fact 02/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted on February 22, 2017 and vest in four equal annual installments on February 22nd of 2018, 2019, 2020 and 2021. ( 2 )The security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis. ( 3 )These restricted stock units vest in three equal annual installments on February 28th of 2018, 2019 and 2020. ( 4 )Not Applicable. ( 5 )These restricted stock units relate to performance stock units that were granted on February 24, 2014 for the performance period 2014-2016. The performance factor for these performance stock units was determined on February 22, 2017. ( 6 )These options were granted on February 21, 2011 and vested in four equal annual installments on February 21st of 2012, 2013, 2014 and 2015.

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).

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