0001127602-16-036351.txt : 20160106 0001127602-16-036351.hdr.sgml : 20160106 20160106161825 ACCESSION NUMBER: 0001127602-16-036351 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: Gebauer Julie Jarecke CENTRAL INDEX KEY: 0001477865 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34594 FILM NUMBER: 161327037 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 0001477865 Gebauer Julie Jarecke 901 N. GLEBE ROAD ARLINGTON VA 22203 1 Managing Dir.,Talent & Rewards Class A Common Stock 2016-01-04 4 D 0 24470.023 D 0 D Class A Common Stock 2016-01-04 4 D 0 180 D 0 I Dane Adam Gebauer Management Trust UA Feb 18, 2012 Class A Common Stock 2016-01-04 4 D 0 180 D 0 I Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012 Class A Common Stock 2016-01-04 4 D 0 110267 D 0 I Davin J Gebauer and Julie J Gebauer TEN COM Stock Option- Right to Buy 110.58 2016-01-04 4 A 0 16171 0 A 2018-07-01 2022-09-10 Class A Common Stock 16171 44163 D Stock Option- Right to Buy 110.58 2016-01-04 4 D 0 44163 0 D 2018-07-01 2022-09-10 Class A Common Stock 44163 0 D Restricted Stock Unit 0 2016-01-04 4 D 0 1481.389 0 D 1988-08-08 1988-08-08 Class A Common Stock 1481.389 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 Ms. Gebauer 2016-01-06