SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cushman & Wakefield plc [ CWK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/08/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Redeemable Preference Shares | 08/08/2018 | J(1) | 18,665 | D | (1) | 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) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 |
Explanation of Responses: |
1. On August 8, 2018, Cushman & Wakefield plc (the "Issuer") redeemed the 50,000 redeemable preference shares, GBP 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. PAGAC Drone Holding GP I Limited is the general partner of PAGAC Drone Holding I LP (together, the "PAG Entities"). PAGAC Drone Holding I LP holds 37.33% of the partnership interests in each of (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. |
3. Because of the relationship between the PAG Entities, Holdings LP and DTZ GenPar, the PAG Entities may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Preference Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each PAG Entity disclaims beneficial ownership of the Preference Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of such PAG Entity's pecuniary interest therein, if any. |
4. Messrs. Jon Robert Lewis, David Jaemin Kim and Noel Walsh and Ms. Tamara Williams have been delegated, in accordance with certain proxy voting guidelines, the authority to implement voting decisions and the authority to implement disposition decisions with respect to shares indirectly held by PAGAC Drone Holding GP I Limited, including the the 18,665.00 Preference Shares. Each of Messrs. Lewis, Kim and Walsh and Ms. Williams 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 owner of any equity securities in excess of its respective pecuniary interests. |
Remarks: |
By: David Kim, Director, on behalf of PAGAC Drone Holding GP I Limited | 08/10/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |