Sec Form 4 Filing - 2339532 Ontario Ltd @ Cushman & Wakefield plc - 2018-10-04

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 2339532 Ontario Ltd 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) 5650 YONGE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2018 (Street) TORONTO, A6M2M 4H5 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 Ordinary Shares 10/04/2018 J( 1 ) 17,622,658 D 359,647 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 2339532 Ontario Ltd 5650 YONGE STREET TORONTO, A6M2M 4H5 X Signatures By: Rajeev Ruparelia, Director, on behalf of 2339532 Ontario Limited 10/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 4, 2018, 2339532 Ontario Ltd ("2339532"), a wholly-owned subsidiary of Ontario Teachers Pension Plan Board ("OTPPB"), made a pro rata distribution of depositary receipts representing 17,622,658 ordinary shares of Cushman & Wakefield plc (the "Issuer") to OTPPB. ( 2 )2339532 holds 13.04% partnership interests in (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds depositary receipts representing 2,758,022 ordinary shares for the benefit of the limited partners of Holdings LP. ( 3 )Because of the relationship between 2339532, Holdings LP and DTZ GenPar, 2339532 may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the depositary receipts representing ordinary shares of the Issuer beneficially owned in the aggregate by Holdings LP and DTZ GenPar. 2339532 disclaims beneficial ownership of the depositary receipts representing ordinary shares of the Issuer beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of 2339532's pecuniary interest therein, if any. ( 4 )The President and Chief Executive Officer of OTPPB has delegated to each of Mr. Andrew Taylor and Mr. Rajeev Ruparelia the authority to implement disposition decisions with respect to shares held by 2339532 Ontario Limited; however, approval of such decisions is made by senior personnel within the private capital group of OTPPB in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPPB in accordance with internal proxy voting guidelines. Each of Messrs. Taylor and Ruparelia expressly disclaims beneficial ownership of such shares. ( 5 )Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of its pecuniary interests.

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