0001127602-16-036341.txt : 20160106
0001127602-16-036341.hdr.sgml : 20160106
20160106161231
ACCESSION NUMBER: 0001127602-16-036341
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: Hicks Kirkland L
CENTRAL INDEX KEY: 0001560377
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34594
FILM NUMBER: 161326942
MAIL ADDRESS:
STREET 1: 875 THIRD AVENUE
STREET 2: 16TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2016-01-04
1
0001470215
Towers Watson & Co.
TW
0001560377
Hicks Kirkland L
901 N. GLEBE ROAD
ARLINGTON
VA
22203
1
Former VP, Sec. and GC
Class A Common Stock
2016-01-04
4
D
0
6072.512
D
0
D
Stock Option- Right to Buy
110.58
2016-01-04
4
A
0
6077
0
A
2015-12-08
2022-09-10
Class A Common Stock
6077
16123
D
Stock Option- Right to Buy
110.58
2016-01-04
4
D
0
16123
0
D
2015-12-08
2022-09-10
Class A Common Stock
16123
0
D
Restricted Stock Unit
0
2016-01-04
4
D
0
1150.1095
0
D
1988-08-08
1988-08-08
Class A Common Stock
1150.1095
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 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.
This option 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.
/s/ Thomas D. Scholtes, attorney-in-fact for Mr. Hicks
2016-01-06