Carl A. Hess - Feb 6, 2023 Form 4 Insider Report for WILLIS TOWERS WATSON PLC (WTW)

Role: Chief Executive Officer, Director
Signature: /s/ Carl A. Hess by Elaine Wiggins, Attorney-in-Fact (power of attorney previously filed)
Stock symbol: WTW
Transactions as of: Feb 6, 2023
Transactions value $: -$50,983
Form type: 4
Date filed: 2/8/2023, 04:05 PM
Previous filing: Jan 19, 2023
Next filing: Apr 4, 2023

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	+4.7K	+7.69%	$0.00	65.7K	Feb 6, 2023	Direct	F1
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Tax liability	-$51K	-202	-0.31%	$252.39	65.5K	Feb 6, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WTW	Restricted Share Unit	Award	$0	+162	+2.91%	$0.00	5.72K	Feb 6, 2023	Ordinary Shares, nominal value $0.000304635 per share	162		Direct	F3, F4

* 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, 2022, 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, 2023, 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, 2023 to satisfy the reporting person's FICA and income 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.
F3	Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.
F4	Includes restricted share units acquired pursuant to the Company's contribution under the terms of the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees and credited to the participant's account.