3//SEC Filing
2339532 Ontario Ltd 3
Accession 0000899243-18-021074
CIK 0001628369other
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 8:58 PM ET
Size
9.9 KB
Accession
0000899243-18-021074
Insider Transaction Report
Form 3
2339532 Ontario Ltd
10% Owner
Holdings
- 6,520(indirect: See Explanation of Responses)
Redeemable Preference Shares
- 17,982,305(indirect: See Explanation of Responses)
Ordinary Shares
ONTARIO TEACHERS PENSION PLAN BOARD
10% Owner
Holdings
- 17,982,305(indirect: See Explanation of Responses)
Ordinary Shares
- 6,520(indirect: See Explanation of Responses)
Redeemable Preference Shares
Footnotes (6)
- [F1]2339532 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").
- [F2]A nominee of Holdings LP is the direct holder of depositary receipts representing 137,901,106 ordinary shares, $0.10 nominal value per share (the "Ordinary Shares"), of Cushman & Wakefield plc (the "Issuer"). DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds 1 Ordinary Share. The nominee of Holdings LP holds the depositary receipts representing Ordinary Shares and DTZ GenPar holds the Ordinary Share for the benefit of the limited partners of Holdings LP.
- [F3]DTZ GenPar (acting in its capacity as general partner of Holdings LP) is the direct holder 50,000 redeemable preference shares, GBP 1.00 nominal value per share (the "Preference Shares") of the Issuer. DTZ GenPar holds the Preference Shares for the benefit of the limited partners of Holdings LP.
- [F4]Because 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 Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each OTPP Entity disclaims beneficial ownership of the Ordinary Shares and 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.
- [F5]The 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.
- [F6]Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the OTPP Entities 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.
Documents
Issuer
Cushman & Wakefield plc
CIK 0001628369
Entity typeother
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001748810
Filing Metadata
- Form type
- 3
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 8:58 PM ET
- Size
- 9.9 KB