0001418812-17-000072.txt : 20170816
0001418812-17-000072.hdr.sgml : 20170816
20170816180053
ACCESSION NUMBER: 0001418812-17-000072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170814
FILED AS OF DATE: 20170816
DATE AS OF CHANGE: 20170816
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P.
CENTRAL INDEX KEY: 0001464912
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037285
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: UBBEN JEFFREY W
CENTRAL INDEX KEY: 0001159187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037287
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, LLC
CENTRAL INDEX KEY: 0001351073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037282
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, L.P.
CENTRAL INDEX KEY: 0001351069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037283
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings, L.P.
CENTRAL INDEX KEY: 0001418814
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037286
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VA Partners I, LLC
CENTRAL INDEX KEY: 0001418812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037284
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC
CENTRAL INDEX KEY: 0001418813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16503
FILM NUMBER: 171037281
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WILLIS TOWERS WATSON PLC
CENTRAL INDEX KEY: 0001140536
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O WILLIS GROUP LIMITED
STREET 2: 51 LIME STREET
CITY: LONDON ENGLAND
STATE: X0
ZIP: EC3M 7DQ
BUSINESS PHONE: 44-20-3124-6000
MAIL ADDRESS:
STREET 1: C/O WILLIS GROUP LIMITED
STREET 2: 51 LIME STREET
CITY: LONDON ENGLAND
STATE: X0
ZIP: EC3M 7DQ
FORMER COMPANY:
FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS PLC
DATE OF NAME CHANGE: 20100104
FORMER COMPANY:
FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS LTD
DATE OF NAME CHANGE: 20010514
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2017-08-14
0
0001140536
WILLIS TOWERS WATSON PLC
WLTW
0001159187
UBBEN JEFFREY W
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418814
ValueAct Holdings, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001464912
ValueAct Capital Master Fund, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418812
VA Partners I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351069
ValueAct Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351073
ValueAct Capital Management, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418813
ValueAct Holdings GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
Ordinary Shares, nominal value $0.000304635
2017-08-14
4
A
0
991
0
A
2060
D
Ordinary Shares, nominal value $0.000304635
2017-08-15
4
F
0
514
151.31
D
1546
D
Ordinary Shares, nominal value $0.000304635
2017-08-15
4
S
0
105000
151.27
D
5504358
I
See Footnotes
Ordinary Shares, nominal value $0.000304635
2017-08-16
4
S
0
211000
150.39
D
5293358
I
See Footnotes
Comprised of 991 restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer. The RSUs shall vest in full on August 14, 2018.
The ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Jeffrey W. Ubben is deemed to hold the RSUs for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of 1,069 restricted share units ("RSUs") granted on August 15, 2016.
Includes 991 RSUs noted in footnote (1).
The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
- Jeffrey W. Ubben, a member of the management board of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.
/s/ Jeffrey W. Ubben
2017-08-16
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16
VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16
VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2017-08-16