SEC Form 3 · accession 0000899243-18-021064
Cushman & Wakefield Ltd. · CWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett Soloway
Officer — EVP, Gen. Counsel, Corp. Secy
Period of report
Aug 1, 2018
Accepted (ET)
Aug 1, 2018 · 8:49 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 Shares | holding | — | — | — | 60,000 | D |
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 | $10.00 | holding | — | — | — | — | May 8, 2025 | Ordinary Shares | 40,000 | — | D |
| Employee Stock OptionF3,F4 | $12.00 | holding | — | — | — | — | Jan 7, 2026 | Ordinary Shares | 30,000 | — | D |
| Employee Stock OptionF5,F6 | $17.00 | holding | — | — | — | — | Mar 31, 2027 | Ordinary Shares | 40,000 | — | D |
| Restricted Stock UnitsF7 | — | holding | — | — | — | — | — | Ordinary Shares | 25,000 | — | D |
Explanation of responses
- F1One-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 2,666.6 ordinary shares on each of November 5, 2015, 2016 and 2017, and becomes exercisable as to an additional 2,666.6 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 4,444.4 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 4,444.4 ordinary shares on each of November 5, 2018 and 2019. The option becomes exercisable as to 13,333 ordinary shares 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.
- F2(Continued from Footnote 1) In each of the foregoing, vesting of the options is subject to Mr. Soloway's continued employment through the applicable vesting date.
- F3One-third of the option is subject to time-based vesting in equal 20% installments on each of the first five anniversaries of September 1, 2014 and became exercisable as to 2,000 ordinary shares on each of September 1, 2015, 2016 and 2017, and becomes exercisable as to an additional 2,000 ordinary shares on each of November 5, 2018 and 2019. One-third of the option is subject to time-based vesting in equal 33.33% installments and became exercisable as to 3,333.3 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 3,333.3 ordinary shares on each of November 5, 2018 and 2019. The option becomes exercisable as to 10,000 ordinary shares 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.
- F4(Continued from Footnote 3) In each of the foregoing, vesting of the options is subject to Mr. Soloway's continued employment through the applicable vesting date.
- F5One-third of the option is subject to time-based vesting in substantially equal 20% installments on each of the first five anniversaries of March 10, 2017 and became exercisable as to 2,666.6 ordinary shares on March 10, 2018, and becomes exercisable as to an additional 2,666.6 ordinary shares on each of March 10, 2019, 2020, 2021 and 2022. One-third of the option is subject to time-based vesting in substantially equal 33.33% installments and became exercisable as to 4,444.4 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 4,444.4 ordinary shares on each of November 5, 2018 and 2019. The option becomes exercisable as to 13,333 ordinary shares 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.
- F6(Continued from Footnote 5) In each of the foregoing, vesting of the options is subject to Mr. Soloway's continued employment through the applicable vesting date.
- F7Restricted stock units ("RSUs") with respect to 16,666.7 ordinary shares will vest in four substantially equal installments on each of the four anniversaries of March 8, 2018. RSUs with respect to 8,333.3 ordinary shares vest 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 RSUs is subject to Mr. Soloway's continued employment through the applicable vesting date. Vested RSUs by their terms settle within 30 days of the earlier of (i) a qualifying change in control or (ii) Mr. Soloway'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