Sec Form 13D Filing - RYAN PATRICK G filing for AON PLC (AON) - 2011-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer

This statement relates to the Aon Common Stock.  Aon is a Delaware corporation, the principal executive offices of which are located at 200 E. Randolph Drive, Chicago, Illinois 60601.

Item 2.

Identity and Background

The name, business address and present principal occupation or employment of each of the persons filing this statement are as follows:

Patrick G. Ryan:  Mr. Ryan is founder, Chairman and Chief Executive Officer of Ryan Specialty Group, LLC, a global organization comprised of wholesale insurance brokerage, managing general agents and managing general underwriters.  The business address of Ryan Specialty Group, and Mr. Ryan’s business address, are 200 East Randolph St., 20th Floor, Chicago, Illinois 60601.

Shirley W. Ryan:  Mrs. Ryan is co-founder and president of Pathways Foundation, a foundation that promotes early detection and inclusion for infants and children with physical differences or disabilities, and an outpatient pediatric therapy clinic.  The business address of the foundation, and Mrs. Ryan’s business address, are c/o Ryan Enterprises Group, Suite 2100, 150 North Michigan Ave., Chicago, Illinois 60601.

Neither of the persons filing this statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither of the persons filing this statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Each of the persons filing this statement is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

No funds or other consideration were borrowed or otherwise obtained for the purpose of effecting the transactions described herein.

Item 4.

Purpose of Transaction

Patrick G. Ryan is the retired Chairman and Chief Executive Officer of Aon.  None of the persons filing this statement has any present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Aon or the disposition of securities of Aon; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Aon or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Aon or of any of its subsidiaries; (d) any change in the present board of directors or management of Aon, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Aon; (f) any other material change in Aon’s busin ess or corporate structure; (g) changes in Aon’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Aon by any

person; (h) causing a class of securities of Aon to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Aon becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

As of February 25, 2011, the persons filing this statement beneficially own in the aggregate (without duplication) 12,846,956 shares of Aon Common Stock, representing approximately 3.86% of the 333,088,304 issued and outstanding shares of Aon Common Stock as of January 31, 2011.  The decrease in percentage ownership of the filing persons since February 25, 2010 is attributable both to an increase in the number of shares of Aon Common Stock outstanding of 66,236,804 shares and to the sale by the filing persons of an aggregate of 4,504,964 shares of Aon Common Stock, as described below.

The shares of Aon Common Stock beneficially owned by such persons are beneficially owned as follows:

Sole Power
to Vote or
Direct the Vote

Shared Power
to Vote or
Direct the Vote

Sole Power
to Dispose or
Direct the
Disposition

Shared Power
to Dispose or
Direct the
Disposition

Patrick G. Ryan

4,504,074

(1)

7,808,940

(2)

4,232,152

(1)

8,080,862

(3)

Shirley W. Ryan

533,942

7,808,940

(4)

533,942

8,080,862

(5)

(1)                                  Includes 3,963 shares of Common Stock representing a beneficial interest in shares of Common Stock of the Aon Common Stock Fund of the Aon Supplemental Savings Plan attributable to Mr. Ryan.  Also includes 232,765 shares of Common Stock that Mr. Ryan has the right to acquire pursuant to presently exercisable employee stock options, or stock options that will become exercisable or stock awards that will vest within 60 days following February 25, 2011.

(2)                                  Shares power to vote with Shirley W. Ryan.

(3)                                  Shares power to dispose with Shirley W. Ryan.

(4)                                  Shares power to vote with Patrick G. Ryan.

(5)                                  Shares power to dispose with Patrick G. Ryan.

Since February 25, 2010, the filing persons have effected the following transactions in Aon Common Stock:

From February 25, 2010 through December 31, 2010, the filing persons acquired beneficial ownership of 2,437 shares of Aon Common Stock through a distribution from the Aon Employee Stock Ownership Plan.  In addition, the filing persons sold an aggregate of 3,894,964 shares of Aon Common Stock pursuant to open market transactions.  These sales occurred at prices ranging from $37.04 to $46.05.

From January 1, 2011 through February 25, 2011, the filing persons acquired beneficial ownership of 14,830 shares of Aon Common Stock through the settlement of restricted stock unit awards previously granted to Mr. Ryan under various Aon equity incentive plans.  In addition, the filing persons sold an aggregate of 610,000 shares of Aon Common Stock pursuant to open market transactions.  These sales occurred at prices ranging from $45.45 to $52.61.

No transactions, other than as described above, in Aon Common Stock were effected by any of the persons filing this statement within the past sixty days.

As a result of the foregoing transactions and the increase in the number of shares of Aon Common Stock outstanding, as of February 25, 2011, the filing persons ceased to be the beneficial owners of more than 5% of

Aon Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Patrick G. Ryan and certain trusts for whom he or Shirley W. Ryan is a trustee have revolving and other credit facilities with various financial institutions.  Certain of the shares of Aon Common Stock beneficially owned by the persons filing this statement have been pledged (subject to a right to withdraw such shares from the pledge depending on loan-to-collateral ratios) to secure repayment of such amounts as may be outstanding under such facilities from time to time.  Additional shares of Aon Common Stock may be pledged by such persons from time to time hereafter to secure borrowings under such facilities or other facilities entered into in the future.

Item 7.

Material to be Filed as Exhibits

Exhibit I                    Agreement of Joint Filing, dated March 3, 2011

/s/ Patrick G. Ryan

Patrick G. Ryan

Dated: March 3, 2011

/s/ Shirley W. Ryan

Shirley W. Ryan

Dated: March 3, 2011