SEC Form 4 · accession 0000899243-18-022081
Cushman & Wakefield Ltd. · CWK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 8, 2018
Accepted (ET)
Aug 10, 2018 · 9:08 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 |
|---|---|---|---|---|---|---|---|---|
| Redeemable Preference SharesF1,F2,F3,F4,F5 | Aug 8, 2018 | J | 6,520 | — | D | 0 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 8, 2018, Cushman & Wakefield plc (the "Issuer") redeemed the 50,000 redeemable preference shares, GBP 1.00 nominal value per share (the "Preference Shares"), held by DTZ Investment Holdings GenPar LLP ("DTZ GenPar") (acting in its capacity as general partner of DTZ Investment Holdings LP ("Holdings LP")). DTZ GenPar held the Preference Shares for the benefit of the limited partners of Holdings LP. The sole consideration paid by DTZ GenPar for the Preference Shares was execution of an undertaking to pay GBP 50,000 to the Issuer. The sole consideration for the redemption of the Preference Shares was cancellation of that undertaking to pay.
- F22339532 Ontario Limited ("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. 2339532 is a wholly-owned subsidiary of Ontario Teachers Pension Plan Board (together, the "OTPP Entities").
- F3Because of the relationship between the OTPP Entities, Holdings LP and DTZ GenPar, the OTPP Entities may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Preference Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each OTPP Entity disclaims beneficial ownership of the Preference Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of such OTPP Entity's pecuniary interest therein, if any.
- F4The President and Chief Executive Officer of OTPP 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 OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. Each of Messrs. Taylor and Ruparelia expressly disclaims beneficial ownership of such shares
- F5Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.