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*
ONTARIO TEACHERS PENSION PLAN BOARD

(Last) (First) (Middle)
5650 YONGE STREET

(Street)
TORONTO A6 M2M 4H5

(City) (State) (Zip)
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)
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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) 6,520 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)
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
1. Name and Address of Reporting Person*
ONTARIO TEACHERS PENSION PLAN BOARD

(Last) (First) (Middle)
5650 YONGE STREET

(Street)
TORONTO A6 M2M 4H5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
2339532 Ontario Ltd

(Last) (First) (Middle)
ONTARIO TEACHERS PENSION PLAN BOARD
5650 YONGE STREET

(Street)
TORONTO A6 M2M 4H5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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. 2339532 Ontario Limited ("2339532") holds 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. 2339532 is a wholly-owned subsidiary of Ontario Teachers Pension Plan Board (together, the "OTPP Entities").
3. Because of the relationship between the OTPP Entities, Holdings LP and DTZ GenPar, the OTPP 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 OTPP 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 OTPP Entity's pecuniary interest therein, if any.
4. The President and Chief Executive Officer of OTPP has delegated to each of Mr. Andrew Taylor and Mr. Rajeev Ruparelia the authority to implement disposition decisions with respect to shares held by 2339532 Ontario Limited; however, approval of such decisions is made by senior personnel within the private capital group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. Each of Messrs. Taylor and Ruparelia 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 Persons 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:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
By: Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board 08/10/2018
By: Rajeev Ruparelia, Director, on behalf of 2339532 Ontario 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).
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