Sec Form 4 Filing - Mills Stacy @ MARSH & MCLENNAN COMPANIES, INC. - 2019-02-28

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 Mills Stacy 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 President and Controller (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (Street) NEW YORKNY 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 02/28/2019 M( 1 ) 2,022 A $ 0 4,945.048 ( 2 ) D Common Stock 02/28/2019 F( 1 ) 777 D $ 92.49 4,168.048 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 Stock Units ( 3 ) 02/28/2019 M( 1 ) 2,022 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 2,022 $ 0 3,769 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mills Stacy 1166 AVENUE OF THE AMERICAS NEW YORKNY Vice President and Controller Signatures /s/ Tiffany D. Wooley, Attorney-in-Fact 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting and distribution to reporting person of 2,022 shares underlying restricted stock units of which 777 were withheld by Marsh & McLennan Companies to cover applicable taxes. These 2,022 shares underlying restricted stock units relate to 509 restricted stock units that were granted on February 22, 2016, 911 restricted stock units that were granted on February 22, 2017 and 602 restricted stock units that were granted on February 21, 2018. ( 2 )Includes dividend reinvestment shares acquired on May 15, 2018, August 15, 2018, November 15, 2018 and February 15, 2019. ( 3 )The security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis. ( 4 )Not Applicable.

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.
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