SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Glaser Daniel S

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARSH & MCLENNAN COMPANIES, INC. [ MMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO, MMC

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2014		M⁽¹⁾		65,372	A	$0	240,874.7359	D⁽²⁾
Common Stock	02/24/2014		F⁽¹⁾		36,491	D	$48	204,383.7359	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$48	02/24/2014		A		458,075		⁽³⁾	02/23/2024	Common Stock	458,075	$0	458,075	D
Restricted Stock Units	⁽⁴⁾	02/24/2014		A⁽⁵⁾		46,094		⁽⁶⁾	⁽⁶⁾	Common Stock	46,094	$0	160,259	D
Restricted Stock Units	⁽⁴⁾	02/24/2014		A⁽⁷⁾		65,372		⁽⁶⁾	⁽⁶⁾	Common Stock	65,372	$0	225,631	D
Restricted Stock Units	⁽⁴⁾	02/24/2014		M⁽¹⁾			65,372	⁽⁶⁾	⁽⁶⁾	Common Stock	65,372	$0	160,259	D

Explanation of Responses:

1. Distribution to reporting person of 65,372 shares underlying restricted stock units of which 36,491 were withheld by Marsh & McLennan Companies to cover applicable taxes.

2. This common stock balance includes total shares held in the Marsh & McLennan Companies Employee Stock Purchase Plan as stated separately below for your convenience.

3. These options were granted on February 24, 2014 and vest in four equal annual installments on February 24, 2015, February 24, 2016, February 24, 2017, and February 24, 2018.

4. The security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis.

5. These restricted stock units vest in three equal annual installments on February 28, 2015, February 28, 2016, and February 28, 2017.

6. Not Applicable.

7. These restricted stock units relate to performance stock units that were granted on February 21, 2011 for the performance period 2011-2013. On February 24, 2014, the performance factor for these performance stock units was determined and the stock units were distributed.

	/s/ Lucy Fato, Attorney-in-Fact	02/25/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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