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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to buy) | $ 42.47 | 01/01/2010 | D | 55,530 | 01/01/2010(2) | 09/09/2016 | Class A Common Stock | 55,530 | $ 0 (2) | 0 | D | ||||
Deferred Stock Unit | $ 0 (3) | 01/01/2010 | D | 214,242.07 | 01/15/2010(3) | 01/15/2010(3) | Class A Common Stock | 214,242.07 | $ 0 (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HALEY JOHN J 901 NORTH GLEBE ROAD ARLINGTON, VA 22203 |
X | President and CEO |
Cynthia Boyle, Attorney-in-Fact for John Haley | 01/04/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As a result of the closing under the Agreement and Plan of Merger entered into between (among others) the Issuer and Towers, Perrin, Forster & Crosby, Inc., shares of Class A common stock were exchanged on the effective date of the merger for an equivalent number of shares of Class A common stock in Towers Watson & Co. (Towers Watson), a newly formed Delaware corporation. |
(2) | These options vested immediately upon consummation of the merger and were exchanged for vested options to purchase shares of Towers Watson Class A common stock on a one-for-one basis, with the same exercise price as the original Issuer options. |
(3) | These deferred stock units were assumed upon consummation of the merger and will be settled in shares of Towers Watson Class A common stock on a one-for-one basis. |