SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Palmer Duncan

(Last)

(First)

(Middle)

225 WEST WACKER DRIVE

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018

3. Issuer Name and Ticker or Trading Symbol
Cushman & Wakefield plc [ CWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	75,000	I	By Duncan Palmer Revocable Trust U/A/D 10/16/17⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	⁽²⁾⁽³⁾	05/08/2025	Ordinary Shares	600,000	$10	I	By Duncan Palmer Revocable Trust U/A/D 10/16/17⁽¹⁾
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	45,000	⁽⁴⁾	I	By Duncan Palmer Revocable Trust U/A/D 10/16/17⁽¹⁾

Explanation of Responses:

1. The reporting person is the trustee of the trust.

2. One-third of the option is subject to time-based vesting in substantially equal 20% installments on each of the first five anniversaries of November 5, 2014 and became exercisable as to 40,000 ordinary shares on each of November 5, 2015, 2016 and 2017, and becomes exercisable as to an additional 40,000 ordinary shares on each of November 5, 2018 and 2019. One-third of the option is subject to time-based vesting in substantially equal 33.33% installments and became exercisable as to 66,666.6 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 66,666.6 ordinary shares on each of November 5, 2018 and 2019. The option becomes exercisable as to 200,000 ordinary shares

3. (Continued from footnote 2) upon the occurrence of a liquidity event in which TPG Asia VI SF Pte. Ltd, PAGAC Drone Holding I LP and 2339532 Ontario Ltd and/or their respective affiliates achieve a multiple of money of at least 2.0. In each of the foregoing, vesting of the options is subject to Mr. Palmers's continued employment through the applicable vesting date.

4. The restricted stock units are fully vested and by their terms settle within 30 days of the earlier of (i) a qualifying change in control or (ii) Mr. Palmer's separation from service. However, in connection with the Registrant's initial public offering, the Registrant acted to terminate these awards and settle them twelve months following the initial public offering, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Duncan Palmer	08/01/2018
	** 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 5 (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.