Sec Form 4 Filing - TPG Asia Advisors VI, Inc. @ Cushman & Wakefield plc - 2018-08-08

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
TPG Asia Advisors VI, Inc.
2. Issuer Name and Ticker or Trading Symbol
Cushman & Wakefield plc [ CWK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2018
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Redeemable Preference Shares 08/08/2018 J( 1 ) 24,815 D 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG Asia Advisors VI, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
X
Signatures
By: Michael LaGatta, Vice President, TPG Asia Advisors VI, Inc. (6) 08/10/2018
Signature of Reporting Person Date
By: Bradford Berenson on behalf of David Bonderman (6)(7) 08/10/2018
Signature of Reporting Person Date
By: Bradford Berenson on behalf of James G. Coulter (6)(7) 08/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 8, 2018, Cushman & Wakefield plc (the "Issuer") redeemed the 50,000 redeemable preference shares, GDB 1.00 nominal value per share (the "Preference Shares"), held by DTZ Investment Holdings GenPar LLP ("DTZ GenPar") (acting in its capacity as general partner of DTZ Investment Holdings LP ("Holdings LP")). DTZ GenPar held the Preference Shares for the benefit of the limited partners of Holdings LP. The sole consideration paid by DTZ GenPar for the Preference Shares was execution of an undertaking to pay GBP 50,000 to the Issuer. The sole consideration for the redemption of the Preference Shares was cancellation of that undertaking to pay.
( 2 )David Bonderman and James G. Coulter are the sole shareholders of TPG Asia Advisors VI, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of (i) TPG Drone Investment, L.P. and (ii) TPG Drone Co-Invest, L.P. (collectively, the "TPG Funds"). The TPG Funds in the aggregate hold 49.63% of the partnership interests in each of (i) Holdings LP and (ii) DTZ GenPar.
( 3 )Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
( 4 )Because of the relationship between the Reporting Persons and DTZ GenPar, the Reporting Persons may have been deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to have beneficially owned the Preference Shares beneficially owned in the aggregate by DTZ GenPar. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the Preference Shares beneficially owned in the aggregate by DTZ GenPar, except to the extent of such TPG Fund's or Reporting Person's pecuniary interest therein, if any.
( 5 )Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.(7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.

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