Gregory C. Case - 16 Feb 2023 Form 4 Insider Report for Aon plc (AON)

Role: Chief Executive Officer, Director
Signature: /s/ Julie Cho - Julie Cho pursuant to a power of attorney from Greg Case
Issuer symbol: AON
Transactions as of: 16 Feb 2023
Net transactions value: -$27,251,429
Form type: 4
Filing time: 21 Feb 2023, 18:16:34 UTC
Previous filing: 14 Feb 2023
Next filing: 15 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AON	Class A Ordinary Stock	Award		+198,284	+47%		623,163	16 Feb 2023	Direct	F1
transaction	AON	Class A Ordinary Stock	Tax liability	$27,251,429	-87,837	-14%	$310.25	535,326	16 Feb 2023	Direct	F2
holding	AON	Class A Ordinary Stock						400,000	16 Feb 2023	By GRAT
holding	AON	Class A Ordinary Stock						122,000	16 Feb 2023	By Trust
holding	AON	Class A Ordinary Stock						122,000	16 Feb 2023	By Trust
holding	AON	Class A Ordinary Stock						145,486	16 Feb 2023	By Trust
holding	AON	Class A Ordinary Stock						145,485	16 Feb 2023	By Trust

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	AON	Restricted Share Unit (Right to Receive)	Award	$0	+7,070		$0.000000	7,070	17 Feb 2023	Class A Ordinary Shares	7,070		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the fifteenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 16, 2023, based on the Company's performance for the period from January 1, 2020 to December 31, 2022.
F2	Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.
F3	The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with Irish law, the reporting person agreed to pay the issuer the nominal value of US$0.01 per share issued to the reporting person.
F4	The restricted share unit award vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan as follows: 33 1/3% of the award vests on each of the first through third anniversary of the date of the grant.