| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 02/23/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 02/23/2024 | M | 37,992 | A | $0.00(1) | 142,749 | D | |||
| Ordinary Shares | 02/23/2024 | F | 21,075 | D | $9.82 | 121,674 | D | |||
| Ordinary Shares | 02/24/2024 | M | 22,643 | A | $0.00(1) | 144,317 | D | |||
| Ordinary Shares | 02/24/2024 | F | 12,522 | D | $9.82 | 131,795 | D | |||
| Ordinary Shares | 02/25/2024 | M | 33,682 | A | $0.00(1) | 165,477 | D | |||
| Ordinary Shares | 02/25/2024 | F | 18,627 | D | $9.82 | 146,850 | D | |||
| Ordinary Shares | 02/25/2024 | M | 87,635(2) | A | $0.00 | 234,485 | D | |||
| Ordinary Shares | 02/25/2024 | F | 48,463 | D | $9.82 | 186,022 | D | |||
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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 | ||||||||
| Restricted Stock Units | (1) | 02/23/2024 | M | 37,992 | (3) | (3) | Ordinary Shares | 37,992 | $0 | 75,984 | D | ||||
| Restricted Stock Units | (1) | 02/24/2024 | M | 22,643 | (4) | (4) | Ordinary Shares | 22,643 | $0 | 22,643 | D | ||||
| Restricted Stock Units | (1) | 02/25/2024 | M | 33,682 | (5) | (5) | Ordinary Shares | 33,682 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Conversion of previously awarded restricted stock units ("RSUs") into an equal number of ordinary shares, without the payment of any consideration, pursuant to the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (the "A&R Omnibus Plan"). |
| 2. Represents vesting of ordinary shares earned in respect of performance-based RSUs based on the achievement by the Issuer of certain performance targets for the 2021-2023 performance period pursuant to the A&R Omnibus Plan. |
| 3. RSUs were granted on February 23, 2023 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date. |
| 4. RSUs were granted on February 24, 2022 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date. |
| 5. RSUs were granted on February 25, 2021 and vest in three (3) substantially equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Noelle J. Perkins, attorney-in-fact | 02/27/2024 | |
| ** 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. | ||