FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MILLAY ROGER F
2. Issuer Name and Ticker or Trading Symbol

WILLIS TOWERS WATSON PLC [ WLTW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O WILLIS GROUP LIMITED, 51 LIME STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2016
(Street)

LONDON, X0 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, nominal value $0.000304635 per share   1/4/2016     A    27764   A   (1) 27764   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $110.58   1/4/2016     A      50367       7/1/2018   (2) 9/10/2022   Ordinary Shares, nominal value $0.000304635 per share   50367   $0   (2) 50367   D    
Restricted Share Unit   $0   1/4/2016     A      1786       8/8/1988   8/8/1988   Ordinary Shares, nominal value $0.000304635 per share   1786   $0   (3) 1786   D    
Stock Option (right to buy)   $35.88   1/4/2016     A      12073       3/4/2010   (4) 3/4/2017   Ordinary Shares, nominal value $0.000304635 per share   12073   $35.88   (4) 12073   D    

Explanation of Responses:
( 1)  Received pursuant to an Agreement and Plan of Merger (the "Merger Agreement" and the merger contemplated thereby, the "Merger") by and Among Willis Group Holdings PLC ("Willis"), Citadel Merger Sub, Inc. and Towers Watson & Co. ("TW") in exchange for an equal number of shares of TW Class A Common Stock ("Common Stock") having a market value of $123.00 per share on January 4, 2015, the closing date of the Merger.
( 2)  Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $110.58 per share. The option vests in full on July 1, 2018, subject to the reporting person's continued service with Willis or any subsidiary through such vesting date.
( 3)  Received in the Merger in exchange for restricted stock units with a value equivalent to a number of shares of TW Common Stock (after rounding down to the nearest whole number of shares in accordance with the terms of the Merger Agreement) equal to the number of Willis ordinary shares represented by such Restricted Share Unit.
( 4)  Received in the Merger in exchange for a stock option to acquire an equal number of shares of TW Common Stock at a price of $35.88 per share. The option terminates: (i) within three (3) years following the date of retirement or disability; (ii) within one (1) year after death or an involuntary termination; or (iii) on date of termination, if termination is due to any other reason including but not limited to a voluntary termination or a termination for cause.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLAY ROGER F
C/O WILLIS GROUP LIMITED
51 LIME STREET
LONDON, X0 


Chief Financial Officer

Signatures
/s/ Thomas Scholtes, attorney-in-fact for Mr. Millay 1/6/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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