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