Julie J. Gebauer - Feb 6, 2023 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 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/8/2023, 04:12 PM
Previous filing: Jan 19, 2023
Next filing: Feb 15, 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	+5.63%	$0.00	88.1K	Feb 6, 2023	Direct	F1
holding	WTW	Ordinary Shares, nominal value $0.000304635 per share						534	Feb 6, 2023	Dane Adam Gebauer Management Trust UA Feb 18, 2012
holding	WTW	Ordinary Shares, nominal value $0.000304635 per share						534	Feb 6, 2023	Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012

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	+107	+2.53%	$0.00	4.33K	Feb 6, 2023	Ordinary Shares, nominal value $0.000304635 per share	107		Direct	F2, F3

* 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	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.
F3	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.