Sec Form 4 Filing - O'Connor Michael J @ Aon plc - 2017-02-16

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 O'Connor Michael J 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 Executive Officer, ARS (Last) (First) (Middle) C/O AON PLC, 122 LEADENHALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2017 (Street) LONDON, X0EC3V 4AN 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 Class A Ordinary Shares 02/16/2017 A( 1 ) 48,076 A 147,292 D Class A Ordinary Shares 02/16/2017 F( 2 ) 20,894 D $ 117.28 126,398 D Class A Ordinary Shares 02/17/2017 M( 3 ) 791 A 127,189 D Class A Ordinary Shares 02/17/2017 F( 4 ) 362 D $ 117.53 126,827 D Class A Ordinary Shares 02/17/2017 M( 3 ) 1,048 A 127,875 D Class A Ordinary Shares 02/17/2017 F( 4 ) 479 D $ 117.53 127,396 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 Restricted Share Unit (Right to Receive) ( 5 ) 02/16/2017 A 2,089 02/16/2018( 6 ) 02/16/2020( 6 ) Class A Ordinary Shares 2,089 $ 0 2,089 D Restricted Share Unit (Right to Receive) ( 5 ) 02/17/2017 M 791 02/19/2017( 7 ) 02/19/2018( 7 ) Class A Ordinary Shares 791 $ 0 791 D Restricted Share Unit (Right to Receive) ( 5 ) 02/17/2017 M 1,048 02/18/2017( 8 ) 02/18/2019( 8 ) Class A Ordinary Shares 1,048 $ 0 2,098 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Connor Michael J C/O AON PLC 122 LEADENHALL STREET LONDON, X0EC3V 4AN Chief Executive Officer, ARS Signatures /s/ Molly Johnson - Molly Johnson pursuant to a power of attorney from Michael J. O'Connor 02/21/2017 Signature of Reporting Person Date

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 )Class A Ordinary Shares acquired upon the vesting of a restricted share unit award ( 4 )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. ( 5 )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. ( 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 awards vest on each of the first through third anniversaries 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 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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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