SEC Form 3 · accession 0000899243-18-021061
Cushman & Wakefield Ltd. · CWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Duncan Palmer
Officer — EVP, CFO
Period of report
Aug 1, 2018
Accepted (ET)
Aug 1, 2018 · 8:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001628369
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | holding | — | — | — | 75,000 | I | By Duncan Palmer Revocable Trust U/A/D 10/16/17 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF1,F2,F3 | $10.00 | holding | — | — | — | — | May 8, 2025 | Ordinary Shares | 600,000 | — | I |
| Restricted Stock UnitsF1,F4 | — | holding | — | — | — | — | — | Ordinary Shares | 45,000 | — | I |
Explanation of responses
- F1The reporting person is the trustee of the trust.
- F2One-third of the option is subject to time-based vesting in substantially equal 20% installments on each of the first five anniversaries of November 5, 2014 and became exercisable as to 40,000 ordinary shares on each of November 5, 2015, 2016 and 2017, and becomes exercisable as to an additional 40,000 ordinary shares on each of November 5, 2018 and 2019. One-third of the option is subject to time-based vesting in substantially equal 33.33% installments and became exercisable as to 66,666.6 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 66,666.6 ordinary shares on each of November 5, 2018 and 2019. The option becomes exercisable as to 200,000 ordinary shares
- F3(Continued from footnote 2) 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. In each of the foregoing, vesting of the options is subject to Mr. Palmers's continued employment through the applicable vesting date.
- F4The restricted stock units are fully vested and by their terms settle within 30 days of the earlier of (i) a qualifying change in control or (ii) Mr. Palmer's separation from service. However, in connection with the Registrant's initial public offering, the Registrant acted to terminate these awards and settle them twelve months following the initial public offering, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
Remarks
Exhibit 24 - Power of Attorney