0001127602-16-036352.txt : 20160106
0001127602-16-036352.hdr.sgml : 20160106
20160106161921
ACCESSION NUMBER: 0001127602-16-036352
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160104
FILED AS OF DATE: 20160106
DATE AS OF CHANGE: 20160106
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Towers Watson & Co.
CENTRAL INDEX KEY: 0001470215
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
IRS NUMBER: 260676603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 901 N. GLEBE ROAD
CITY: ARLINGTON
STATE: VA
ZIP: 22203
BUSINESS PHONE: (703) 258-8000
MAIL ADDRESS:
STREET 1: 901 N. GLEBE ROAD
CITY: ARLINGTON
STATE: VA
ZIP: 22203
FORMER COMPANY:
FORMER CONFORMED NAME: JUPITER SATURN HOLDING CO
DATE OF NAME CHANGE: 20090812
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Foreman James K
CENTRAL INDEX KEY: 0001352553
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34594
FILM NUMBER: 161327052
MAIL ADDRESS:
STREET 1: JUPITER SATURN HOLDING CO
STREET 2: 875 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2016-01-04
1
0001470215
Towers Watson & Co.
TW
0001352553
Foreman James K
901 N. GLEBE ROAD
ARLINGTON
VA
22203
1
Manag Dir., Exchange Solutions
Class A Common Stock
2016-01-04
4
D
0
25007.567
D
0
D
Stock Option- Right to Buy
110.58
2016-01-04
4
A
0
18443
0
A
2018-07-01
2022-09-10
Class A Common Stock
18443
50367
D
Stock Option- Right to Buy
110.58
2016-01-04
4
D
0
50367
0
D
2018-07-01
2022-09-10
Class A Common Stock
50367
0
D
Restricted Stock Unit
0
2016-01-04
4
D
0
1725.1994
0
D
1988-08-08
1988-08-08
Class A Common Stock
1725.1994
0
D
Disposed of 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 the Issuer in exchange for an equal number of Willis ordinary shares (and cash in lieu of fractional Willis ordinary shares) having a market value of $124.98 per share on the closing date of the Merger.
The option vests in full on July 1, 2018, only if the "Effective Time" as defined in the Merger Agreement has occurred by no later than December 31, 2016 and the reporting person has remained in continuous service with the Issuer or any subsidiary through such vesting date.
The option may be exercised at any time on or after the date of vesting until September 10, 2022, unless earlier terminated in accordance with the terms of the Towers Watson & Co. 2009 Long Term Incentive Plan or upon termination of the reporting person's service.
This option, which would have vested in full on July 1, 2018, subject to the reporting person's continued service with the Issuer or any subsidiary through such vesting date, was assumed by Willis in the Merger and replaced with an option to purchase an equal number of Willis ordinary shares for $110.58 per ordinary share.
These Restricted Stock Units were assumed by Willis in the Merger and replaced with a Restricted Share Unit with a value equivalent to a number of Willis ordinary shares equal to the number of Issuer shares represented by such Restricted Stock Units, rounded down to the nearest whole number in accordance with the terms of the Merger Agreement.
Thomas D. Scholtes, attorney-in-fact for Mr. Foreman
2016-01-06