Cushman & Wakefield plc — Director's Dealing 2021

Jun 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cushman & Wakefield plc (CWK)
CIK: 0001628369
Period of Report: 2021-06-07

Reporting Person: ONTARIO TEACHERS PENSION PLAN BOARD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-07	Ordinary Shares	S	3489329	$18.56	Disposed	11145496	Direct

Footnotes

F1: OTPP is the direct holder of 11,145,496 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer").

F2: The President and Chief Executive Officer of OTPP has delegated to each of Messrs. Rajeev Ruparelia and Wei Beng Chan the authority to implement disposition decisions with respect to shares held by OTPP; 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. As such, each of Messrs. Ruparelia and Chan expressly disclaims beneficial ownership of such shares.

F3: 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, 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.

F4: 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.