Sec Form 4 Filing - ONTARIO TEACHERS PENSION PLAN BOARD @ Cushman & Wakefield plc - 2019-03-22

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
ONTARIO TEACHERS PENSION PLAN BOARD
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)
03/22/2019
(Street)
NORTH YORK, 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, $0.10 nominal value per share 03/22/2019 S 1,762,266 D $ 17.0844 15,860,392 D ( 1 ) ( 3 ) ( 4 ) ( 5 )
Ordinary Shares, $0.10 nominal value per share 03/22/2019 S 26,080 D $ 17.0844 333,567 I See Explanation of Response ( 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
ONTARIO TEACHERS PENSION PLAN BOARD
5650 YONGE STREET
NORTH YORK, TORONTO, A6M2M 4H5
X
Signatures
/s/ Rossana Di Lieto, Senior Managing Director and Chief Compliance Officer 03/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )OTPP is the direct holder of depositary receipts representing 15,860,392 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"). On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), OTPP sold 1,762,266 Ordinary Shares.
( 2 )In addition, OTPP indirectly holds a 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 as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares of the Issuer for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to the Underwriting Agreement, Holdings LP sold 200,000 Ordinary Shares.
( 3 )Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.
( 4 )OTPP entered into a Stockholders Agreement, dated as of August 6, 2018, with certain other holders (the "Holders") of Ordinary Shares. Pursuant to the Stockholders Agreement, the OTPP and the Holders have agreed to, among other things, vote their Ordinary Shares to elect members of the Board of Directors of the Issuer as set forth therein.
( 5 )Because of the relationship between the OTPP and the Holders as a result of the Stockholders Agreement, the Reporting Person may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the Ordinary Shares beneficially owned by the Holders. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any.

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