Kristy D. Banas - Feb 27, 2024 Form 4 Insider Report for WILLIS TOWERS WATSON PLC (WTW)

Role: Chief Human Resources Officer
Signature: /s/ Elaine Wiggins, Attorney-in-Fact for Kristy D. Banas (power of attorney previously filed)
Stock symbol: WTW
Transactions as of: Feb 27, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/29/2024, 05:05 PM
Previous filing: Feb 12, 2024
Next filing: Apr 3, 2024

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	+2.43K	+66.73%	$0.00	6.06K	Feb 27, 2024	Direct	F1
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Award	$0	+334	+5.51%	$0.00	6.39K	Feb 27, 2024	Direct	F2

* 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, 2023, 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 August 13, 2024, 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 minimum number of performance-based restricted share units that became eligible to vest due to certain amendments to the award agreement providing for a minimum payout level, each of which such units represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2024, 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, with respect to the minimum number of units that became eligible to vest, 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.

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, 2023, 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 August 13, 2024, 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 minimum number of performance-based restricted share units that became eligible to vest due to certain amendments to the award agreement providing for a minimum payout level, each of which such units represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2024, 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, with respect to the minimum number of units that became eligible to vest, 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.