Edgar Filing: MARSH & MCLENNAN COMPANIES, INC.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Beshar Peter J

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP and General Counsel

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2015

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/28/2015		M⁽¹⁾		47,035	A	$ 0	182,988	D
Common Stock	02/28/2015		F⁽¹⁾		24,258	D	$ 56.99	158,730	D
Common Stock	03/02/2015		M		53,572	A	$ 0	212,302	D
Common Stock	03/02/2015		S		76,349	D	$ 57.1068	135,953	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

02/28/2015

M⁽¹⁾

47,035

⁽³⁾

Common Stock

47,035

$ 0

22,333

Stock Options (Right to Buy)

$ 30.215

03/02/2015

53,572

⁽⁴⁾

03/14/2016

Common Stock

53,572

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Beshar Peter J 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036			EVP and General Counsel

Signatures

/s/ Tiffany D. Wooley, Attorney-in-Fact		03/03/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Vesting and distribution to reporting person of 47,035 shares underlying restricted stock units of which 24,258 were withheld by Marsh & McLennan Companies to cover applicable taxes. These 47,035 shares underlying restricted stock units relate to 5,489 restricted stock units that were granted on February 24, 2012, 32,932 restricted stock units relating to performance stock units that were granted on February 24, 2012 for the performance period 2012-2014, 4,795 restricted stock units that were granted on February 25, 2013 and 3,819 restricted stock units that were granted on February 24, 2014.
(2)	The security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis.
(3)	Not Applicable.
(4)	These options were granted on March 15, 2006 and vested in four equal annual installments on March 15th of 2007, 2008, 2009 and 2010.

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