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*
2339532 Ontario Ltd

(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)
10/04/2018
4. 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 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
Ordinary Shares 10/04/2018 J(1) 17,622,658 D (1) 359,647 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
Explanation of Responses:
1. On October 4, 2018, 2339532 Ontario Ltd ("2339532"), a wholly-owned subsidiary of Ontario Teachers Pension Plan Board ("OTPPB"), made a pro rata distribution of depositary receipts representing 17,622,658 ordinary shares of Cushman & Wakefield plc (the "Issuer") to OTPPB.
2. 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. DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds depositary receipts representing 2,758,022 ordinary shares for the benefit of the limited partners of Holdings LP.
3. Because of the relationship between 2339532, Holdings LP and DTZ GenPar, 2339532 may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the depositary receipts representing ordinary shares of the Issuer beneficially owned in the aggregate by Holdings LP and DTZ GenPar. 2339532 disclaims beneficial ownership of the depositary receipts representing ordinary shares of the Issuer beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of 2339532's pecuniary interest therein, if any.
4. The President and Chief Executive Officer of OTPPB 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 OTPPB in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPPB 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of its pecuniary interests.
By: Rajeev Ruparelia, Director, on behalf of 2339532 Ontario Limited 10/05/2018
** 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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