0000903423-19-000168.txt : 20190326 0000903423-19-000168.hdr.sgml : 20190326 20190326170458 ACCESSION NUMBER: 0000903423-19-000168 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190322 FILED AS OF DATE: 20190326 DATE AS OF CHANGE: 20190326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38611 FILM NUMBER: 19705926 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cushman & Wakefield plc CENTRAL INDEX KEY: 0001628369 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 981193584 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 OLD BROAD STREET CITY: LONDON STATE: X0 ZIP: EC2N 1AR BUSINESS PHONE: 44 20 3296 3000 MAIL ADDRESS: STREET 1: 125 OLD BROAD STREET CITY: LONDON STATE: X0 ZIP: EC2N 1AR FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield Ltd DATE OF NAME CHANGE: 20180726 FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield Ltd. DATE OF NAME CHANGE: 20180726 FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield plc DATE OF NAME CHANGE: 20180719 4 1 ottpcush.xml OWNERSHIP DOCUMENT X0306 4 2019-03-22 0 0001628369 Cushman & Wakefield plc CWK 0000937567 ONTARIO TEACHERS PENSION PLAN BOARD 5650 YONGE STREET NORTH YORK, TORONTO A6 M2M 4H5 ONTARIO, CANADA 0 0 1 0 Ordinary Shares, $0.10 nominal value per share 2019-03-22 4 S 0 1762266 17.0844 D 15860392 D Ordinary Shares, $0.10 nominal value per share 2019-03-22 4 S 0 26080 17.0844 D 333567 I See Explanation of Response OTPP is the direct holder of depositary receipts representing 15,860,392 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"). On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), OTPP sold 1,762,266 Ordinary Shares. In addition, OTPP indirectly holds a 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 as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares of the Issuer for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to the Underwriting Agreement, Holdings LP sold 200,000 Ordinary Shares. Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any. OTPP entered into a Stockholders Agreement, dated as of August 6, 2018, with certain other holders (the "Holders") of Ordinary Shares. Pursuant to the Stockholders Agreement, the OTPP and the Holders have agreed to, among other things, vote their Ordinary Shares to elect members of the Board of Directors of the Issuer as set forth therein. Because of the relationship between the OTPP and the Holders as a result of the Stockholders Agreement, the Reporting Person may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the Ordinary Shares beneficially owned by the Holders. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any. /s/ Rossana Di Lieto, Senior Managing Director and Chief Compliance Officer 2019-03-26