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
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1. Name and Address of Reporting Person*
PAGAC Drone Holding GP I Ltd

(Last) (First) (Middle)
32/F, AIA CENTRAL,
1 CONNAUGHT ROAD CENTRAL

(Street)
HONG KONG K3

(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 X 10% Owner
Officer (give title below) Other (specify below)
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 51,478,483 I See Explanation of Responses(1)(2)(4)(5)(6)
Redeemable Preference Shares 18,665 I See Explanation of Responses(1)(3)(4)(5)(6)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. A nominee of Holdings LP is the direct holder of depositary receipts representing 137,901,106 ordinary shares, $0.10 nominal value per share (the "Ordinary Shares"), of Cushman & Wakefield plc (the "Issuer"). DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds 1 Ordinary Share. The nominee of Holdings LP holds the depositary receipts representing Ordinary Shares and DTZ GenPar holds the Ordinary Share for the benefit of the limited partners of Holdings LP.
3. DTZ GenPar (acting in its capacity as general partner of Holdings LP) is the direct holder 50,000 redeemable preference shares, GBP 1.00 nominal value per share (the "Preference Shares") of the Issuer. DTZ GenPar holds the Preference Shares for the benefit of the limited partners of Holdings LP.
4. 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 Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each PAG Entity disclaims beneficial ownership of the Ordinary Shares and 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.
5. 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 51,478,483 ordinary shares and the 18,665.00 Preference Shares. Each of Messrs. Lewis, Kim and Walsh and Ms. Williams expressly disclaims beneficial ownership of such shares.
6. Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the PAG Entities 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:
/s/ David Kim, Director, on behalf of PAGAC Drone Holding GP I Limited 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).
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