Julie J. Gebauer - Feb 22, 2022 Form 4 Insider Report for WILLIS TOWERS WATSON PLC (WTW)

Role: Head of Health, Wealth &Career
Signature: /s/ Julie J. Gebauer by Elaine Wiggins, Attorney-in-Fact (power of attorney previously filed)
Stock symbol: WTW
Transactions as of: Feb 22, 2022
Transactions value $: -$25,720
Form type: 4
Date filed: 2/24/2022, 04:34 PM
Previous filing: Feb 16, 2022
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Award	$0	+4.53K	+4.74%	$0.00	99.9K	Feb 22, 2022	Direct	F1
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Tax liability	-$25.7K	-114	-0.11%	$225.61	99.8K	Feb 22, 2022	Direct	F2
holding	WTW	Ordinary Shares, nominal value $0.000304635 per share						534	Feb 22, 2022	Dane Adam Gebauer Management Trust UA Feb 18, 2012
holding	WTW	Ordinary Shares, nominal value $0.000304635 per share						534	Feb 22, 2022	Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals based on three-year annualized total shareholder return during the three-year performance period that ended on December 31, 2021, each of which earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on July 20, 2022, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units.
F2	Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of July 20, 2022 to satisfy the reporting person's FICA tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.

Content

Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals based on three-year annualized total shareholder return during the three-year performance period that ended on December 31, 2021, each of which earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on July 20, 2022, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units.

Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of July 20, 2022 to satisfy the reporting person's FICA tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.