Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Amendment No. 2 – Exit Filing)*
Under the Securities Exchange Act of 1934
Cushman & Wakefield plc
(Name of Issuer)
Ordinary Shares, $0.10 nominal value per share
(Title of Class of Securities)
G2717B108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G2717B108
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13G | Page 2 of 6 | |||||
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1.
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Names of Reporting Persons
Ontario Teachers’ Pension Plan Board |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Ontario, Canada |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
5.
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Sole Voting Power
11,145,496 |
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6.
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Shared Voting Power
0 |
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7.
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Sole Dispositive Power
11,145,496 |
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8.
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Shared Dispositive Power
0 |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,145,496 |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%* |
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12.
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Type of Reporting Person (See Instructions)
FI |
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* The calculation is based on a total of 223,469,321 Ordinary Shares (as defined below) outstanding as of October 31, 2021, as reported in the Issuer’s (as
defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2021.
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Item 1.
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(a)
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Name of Issuer:
Cushman & Wakefield plc |
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(b)
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Address of Issuer’s Principal Executive Offices:
125 Old Broad Street
London, United Kingdom, EC2N 1AR
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Item 2.
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(a)
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Name of Person Filing:
Ontario Teachers’ Pension Plan Board (“OTPP”) |
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(b)
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Address of Principal Business Office or, if none, Residence:
5650 Yonge Street, 3rd Floor, Toronto, Ontario, Canada M2M 4H5 |
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(c)
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Citizenship:
OTPP is a corporation incorporated under the laws of the Province of Ontario, Canada |
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(d)
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Title of Class of Securities:
Ordinary Shares, $0.10 nominal value per share |
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(e)
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CUSIP Number:
G2717B108 |
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J), please specify the type of institution: An employee
benefit plan subject to the provisions of the Pension Benefits Act of Ontario and regulations thereunder.
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
OTPP is the direct holder of 11,145,496 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer").
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(b)
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Percent of class:
5.0%
The calculation is based on a total of 223,469,321 Ordinary Shares outstanding as of October 31, 2021, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2021.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
11,145,496
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(ii)
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Shared power to vote or to direct the vote
0
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(iii)
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Sole power to dispose or to direct the disposition of
11,145,496
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(iv)
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Shared power to dispose or to direct the disposition of
0
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
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ONTARIO TEACHERS’ PENSION PLAN BOARD
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By:
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/s/ Rossana Di Lieto
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Name: Rossana Di Lieto
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Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel
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