Sec Form 4 Filing - Meissner Laurel G. @ Aon plc - 2017-02-16

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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
Meissner Laurel G.
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)
SVP & Global Controller
(Last) (First) (Middle)
AON CORPORATION - CORPORATE LAW DEPT, 200 EAST RANDOLPH STREET, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2017
(Street)
CHICAGO, IL60601
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 ) 14,362 A 25,080 D
Class A Ordinary Shares 02/16/2017 F( 2 ) 5,443 D $ 117.28 19,637 D
Class A Ordinary Shares 02/17/2017 M( 3 ) 582 A 20,219 D
Class A Ordinary Shares 02/17/2017 F( 4 ) 253 D $ 117.53 19,966 D
Class A Ordinary Shares 02/17/2017 M( 3 ) 616 A 20,582 D
Class A Ordinary Shares 02/17/2017 F( 4 ) 268 D $ 117.53 20,314 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 1,492 02/16/2018( 6 ) 02/16/2020( 6 ) Class A Ordinary Shares 1,492 $ 0 1,492 D
Restricted Share Unit (Right to Receive) ( 5 ) 02/17/2017 M 582 02/19/2017( 7 ) 02/19/2018( 7 ) Class A Ordinary Shares 582 $ 0 582 D
Restricted Share Unit (Right to Receive) ( 5 ) 02/17/2017 M 616 02/18/2017( 8 ) 02/18/2019( 8 ) Class A Ordinary Shares 616 $ 0 1,234 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meissner Laurel G.
AON CORPORATION - CORPORATE LAW DEPT
200 EAST RANDOLPH STREET, 8TH FLOOR
CHICAGO, IL60601
SVP & Global Controller
Signatures
/s/ Michele D. Welsh- Michele D. Welsh pursuant to a power of attorney from Laurel Meissner 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.

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