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

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1. Name and Address of Reporting Person^*

WHITE W BRETT

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman and CEO

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	329,651	D

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	⁽¹⁾	05/08/2025	Ordinary Shares	446,758.3	$10	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Ordinary Shares	364,000	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Ordinary Shares	2,233,791.5	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	333,333.2	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	294,117.6	⁽⁵⁾	D

Explanation of Responses:

1. The option became exercisable as to 89,351.6 ordinary shares on each of November 5 of 2015, 2016 and 2017, respectively, and becomes exercisable as to an additional 89,351.6 ordinary shares on each of November 5, 2018 and 2019, respectively, subject to Mr. White's continued employment through the applicable vesting date.

2. The restricted stock units ("RSUs") with respect to 250,000 ordinary shares are subject to time-based vesting and shall all vest upon the earliest to occur of (i) November 5, 2019, (ii) a change in control of the Registrant or (iii) a liquidity event, subject to Mr. White's continued employment through the applicable vesting date. The RSUs with respect to 114,000 ordinary shares are subject to time-based vesting, vesting in equal portions on each of November 5, 2018 and 2019, subject to Mr. White's continued employment through the applicable vesting date. The RSUs settle shortly following vesting.

3. A pro rata portion of the RSUs with respect to 2,233,791.5 ordinary shares will be eligible to vest each time TPG Asia VI SF Pte. Ltd, PAGAC Drone Holding I LP and 2339532 Ontario Ltd and/or their respective affiliates sell ordinary shares, based on the percentage of the ordinary shares being sold and multiplied by: (i) 25% if the multiple of money on the ordinary shares being sold is at least 1.5, (ii) 50% if the multiple of money on the ordinary shares being sold is at least 2.0, (iii) 75% if the multiple of money on the ordinary shares being sold is at least 2.5 and (iv) 100% if the multiple of money on the ordinary shares being sold is at least 3.0, subject to Mr. White's continued employment through the applicable vesting date. The RSUs settle shortly following vesting.

4. The RSUs vest in substantially equal installments of 20% on each of March 16, 2019 and 2020, subject to Mr. White's continued employment through the applicable vesting date. The RSUs settle shortly following vesting.

5. The RSUs with respect to 220,588.2 ordinary shares vest in substantially equal installments of 25% on each of the first four anniversaries of March 15, 2018, subject to continued employment through the applicable vesting date. The RSUs with respect to 73,529.4 ordinary shares vest only 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, subject to Mr. White's continued employment through the applicable vesting date. The RSUs settle shortly following vesting.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brett White	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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