Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Cushman & Wakefield plc
(Name of Issuer)
Ordinary Shares, $0.10 nominal value per share
(Title of Class of Securities)
G2717B108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G2717B108 | 13G | Page 2 of 9 | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG Asia Advisors VI, Inc.
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ;☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE
VOTING POWER - 0 - | |||
| 6 | SHARED
VOTING POWER 47,709,929 (See Item 2(a)) | ||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED
DISPOSITIVE POWER 47,709,929 (See Item 2(a)) | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8% (1) | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
(1) The calculation is based on a total of 219,170,366 Ordinary Shares (as defined below) outstanding as of October 31, 2019, as reported in the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2019.
| CUSIP No. G2717B108 | 13G | Page 3 of 9 | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Bonderman | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
| ||||
| 3< /font> | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE
VOTING POWER - 0 - | |||
| 6 | SHARED
VOTING POWER 47,709,929 (See Item 2(a)) | ||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED
DISPOSITIVE POWER 47,709,929 (See Item 2(a)) | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8% (2) | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
(2) The calculation is based on a total of 219,170,366 Ordinary Shares outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2019.
| CUSIP No. G2717B108 | 13G | Page 4 of 9 | |||
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James G. Coulter
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE
VOTING POWER - 0 - | |||
| 6 | SHARED
VOTING POWER 47,709,929 (See Item 2(a)) | ||||
| 7 | SOLE DISPOSITIVE POWER
- 0 -
| ||||
| 8 | SHARED
DISPOSITIVE POWER 47,709,929 (See Item 2(a)) | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8% (3) | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
(3) The calculation is based on a total of 219,170,366 Ordinary Shares outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2019.
Item 1
|
(a). | Name of Issuer:
Cushman & Wakefield plc (the “Issuer”) | |
Item 1
|
(b). | Address of Issuer’s Principal Executive Offices:
125 Old Broad Street London, United Kingdom, EC2N 1AR | |
| Item 2 | (a). | Name of Person Filing:
This Amendment No. 1 to Schedule 13G is being filed jointly by TPG Asia Advisors VI, Inc., a Cayman Islands exempted company (“TPG Asia Advisors VI”), David Bonderman and James G. Coulter (each, a “Reporting Person” and collectively, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG Asia Advisors VI is the general partner of each of (i) TPG Drone Investment, L.P., a Cayman Islands limited partnership (“TPG Drone Investment”), which directly holds 33,242,180 Ordinary Shares, and (ii) TPG Drone Co-Invest, L.P., a Cayman Islands limited partnership (“TPG Drone Co-Invest” and, together with TPG Drone Investment, the “TPG Funds”), which directly holds 14,467,749 Ordinary Shares.
Because of TPG Asia Advisors VI’s relationship with the TPG Funds, TPG Asia Advisors VI may be deemed to beneficially own the Ordinary Shares directly held by the TPG Funds.
Messrs. Bonderman and Coulter are sole stockholders of TPG Asia Advisors VI. Because of the relationship of Messrs. Bonderman and Coulter to TPG Asia Advisors VI, each of Messrs. Bonderman and Coulter may be deemed to beneficially own any Ordinary Shares that may be deemed to be beneficially owned by TPG Asia Advisors VI. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. | |
| Item 2 | (b). | Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 | |
| Item 2 | (c). | Citizenship: See responses to Item 4 on each cover page. | |
| Item 2 | (d). | Title
of Class of Securities: Ordinary Shares, $0.10 nominal value per share (“Ordinary Shares”). | |
| Item 2 | (e). | CUSIP
Number: G2717B108 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
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| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
| Item 4. | Ownership |
(a)
AMOUNT BENEFICIALLY OWNED:
See responses to Item 9 on each cover page.
(b) PERCENT OF CLASS:
See responses to Item 11 on each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
See responses to Item 5 on each cover page.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
See responses to Item 6 on each cover page.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See responses to Item 7 on each cover page.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See responses to Item 8 on each cover page.
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
Item 6. Ownership of More than Five Percent o n Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See response to Item 2(a) above.
Item 8. Identification and Classification of Members of the Group
The TPG Funds 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 TPG Funds 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 TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the Ordinary Shares held by the TPG Funds and the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Ordinary Shares held by the Holders, except to the extent of its pecuniary interest therein, if any.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certifications
Not Applicable.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
| TPG Asia Advisors VI, Inc. | ||
| By: | ||
| Name: Michael LaGatta | ||
| Title: Vice President | ||
| David Bonderman | ||
| By: | ||
| Name: Bradford Berenson, on behalf of David Bonderman (4) | ||
| James G. Coulter | ||
| By: | ||
| Name: Bradford Berenson, on behalf of James G. Coulter (5) | ||
(4) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(5) Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).
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Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.* |
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*Incorporated herein by reference to the Agreement of Joint Filing by TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter, dated as of February 27, 2014, which was previously filed with the Commission as Exhibit 1 to Schedule 13D filed by TPG Asia Advisors VI, Inc., David Bonderman and James G. Coulter on February 27, 2014.
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