SEC Form 3 · accession 0000899243-18-021068
Cushman & Wakefield Ltd. · CWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Hay
Officer — EVP, CHRO
Period of report
Aug 1, 2018
Accepted (ET)
Aug 1, 2018 · 8:54 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 | — | — | — | 0 | 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 | $17.00 | holding | — | — | — | — | Sep 14, 2026 | Ordinary Shares | 11,765 | — | D |
| Employee Stock OptionF3 | $17.00 | holding | — | — | — | — | Mar 7, 2028 | Ordinary Shares | 50,000 | — | D |
| Restricted Stock UnitsF4 | — | holding | — | — | — | — | — | Ordinary Shares | 2,353 | — | D |
| Restricted Stock UnitsF5 | — | holding | — | — | — | — | — | Ordinary Shares | 20,000 | — | 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 August 1, 2016 and became exercisable as to 784.32 ordinary shares on August 1, 2017, and becomes exercisable as to an additional 784.32 ordinary shares on each of August 1, 2018, 2019, 2020 and 2021. One-third of the option is subject to time-based vesting in substantially equal 33.33% installments and became exercisable as to 1,307.16 ordinary shares on November 5, 2017 and becomes exercisable as to an additional 1,307.16 ordinary shares on each of November 5, 2018 and 2019.
- F2(continued from footnote 1) The option becomes exercisable as to 3,921.6 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. In each of the foregoing, vesting of the options is subject to Ms. Hay's continued employment through the applicable vesting date.
- F3Two-thirds of the option is subject to time-based vesting in substantially equal 20% installments on each of the first five anniversaries of January 1, 2018. The option becomes exercisable as to 16,666.7 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. In each of the foregoing, vesting of the options is subject to Mr. Hay's continued employment through the applicable vesting date.
- F4Restricted stock units ("RSUs") with respect to 2,254.8 ordinary shares are fully vested and RSUs with respect to 98.1 ordinary shares shall vest on September 1, 2018 subject to Ms. Hay'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) Ms. Hay'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.
- F5RSUs with respect to 6,666.7 ordinary shares will vest in four substantially equal installments on each of the first four anniversaries of January 1, 2018. RSUs with respect to 13,333.3 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 Ms. Hay'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) Ms. Hay'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