Amended Statement of Changes in Beneficial Ownership (4/a)
November 13 2015 - 4:05PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WRIGHT TIMOTHY D
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2. Issuer Name
and
Ticker or Trading Symbol
WILLIS GROUP HOLDINGS PLC
[
WSH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO, Willis International
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(Last)
(First)
(Middle)
C/O WILLIS GROUP HOLDINGS PLC, 51 LIME STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2015
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(Street)
LONDON, X0 EC3M 7DQ
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/12/2015
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, nominal value $0.000115 per share
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11/9/2015
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F
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9375
(1)
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D
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$44.14
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42997
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D
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Ordinary Shares, nominal value $0.000115 per share
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11/9/2015
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A
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6810
(2)
(3)
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A
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$0.00
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49787
(3)
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$44.05
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11/9/2015
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A
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53285
(3)
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(5)
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11/9/2023
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Ordinary Shares, nominal value $0.000115 per share
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53285
(3)
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$0.00
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53285
(3)
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D
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Explanation of Responses:
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(
1)
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Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of an aggregate of 19,942 restricted share units ("RSUs") granted on December 26, 2012, December 16, 2013 and December 16, 2014.
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(
2)
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Comprised of 6,810 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer. The RSUs shall vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date.
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(
3)
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This amendment was made solely to correct: in Tables I and II, the number of acquired securities and the number of securities beneficially owned following the reported transaction; and in Table II, the number of underlying securities.
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(
4)
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Includes an aggregate of 13,742 RSUs, which represent the right to receive ordinary shares, par value $0.000115 per share, of the Issuer, subject to the satisfaction of vesting requirements.
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(
5)
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The shares underlying the option will vest as to 33% on each of the first and second anniversaries of the grant date and as to 34% on the third anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WRIGHT TIMOTHY D
C/O WILLIS GROUP HOLDINGS PLC
51 LIME STREET
LONDON, X0 EC3M 7DQ
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CEO, Willis International
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Signatures
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/s/ Timothy D. Wright by Cindy Hanna, Attorney-in-Fact (power of attorney previously filed)
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11/13/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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