Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
January 10 2024 - 4:15PM
Edgar (US Regulatory)
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*
Cushman
& Wakefield plc
(Name
of Issuer)
Ordinary
Shares, $0.10 nominal value per share
(Title
of Class of Securities)
G2717B108
(CUSIP
Number)
December
31, 2023
(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 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 |
|
1 |
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PAGAC Drone Holding GP I Ltd |
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
13,674,303 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
13,674,303 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,674,303 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%* |
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
*
The calculation is based on a total of 227,253,350 Ordinary Shares (as defined below) outstanding as of October 25, 2023, 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 October 31, 2023.
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:
PAGAC
Drone Holding GP I Ltd (the “Reporting Person”)
Items
2(b). Address of Principal Business Office or, if none, Residence:
The
business address of each the Reporting Person is: 33/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong.
Items
2(c). Citizenship:
PAGAC
Drone Holding GP I Ltd is a Cayman Islands limited company.
Item
2(d). Titles of Classes 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 Rule 13d-1(b), or 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); |
|
(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). |
Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) |
Amount
beneficially owned:
The
Reporting Person is the general partner of PAGAC Drone Holding I LP (“PAGAC” and, together with the Reporting Person, the
“PAG Entities”).
PAGAC
is the direct holder of 13,674,303 Ordinary Shares.
Messrs.
Jon Robert Lewis, Lincoln Lin Feng Pan, Noel Walsh and David Alan Fowler have been delegated, in accordance with certain proxy voting
guidelines, the authority to implement voting decisions and the authority to implement disposition decisions with respect to shares indirectly
held by PAGAC Drone Holding GP I Limited, including the 13,674,303 ordinary shares. Each of Messrs. Lewis, Pan, Walsh and Fowler expressly
disclaims beneficial ownership of such shares. |
|
|
(b) |
Percent
of class:
6.0%
The
calculation is based on a total of 227,253,350 Ordinary Shares (as defined below) outstanding as of October 25, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on October 31, 2023. |
|
|
(c) |
Number
of shares as to which the person has: |
|
(i) |
Sole
power to vote or to direct the vote
0 |
|
(ii) |
Shared
power to vote or to direct the vote
13,674,303 |
|
(iii) |
Sole
power to dispose or to direct the disposition of
0 |
|
(iv) |
Shared
power to dispose or to direct the disposition of
13,674,303 |
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 on 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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
The
PAG Entities 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 PAG Entities 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 PAG Entities 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. The Reporting Person
and each PAG Entity disclaims beneficial ownership of the Ordinary Shares beneficially owned 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. Certification.
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
January 10, 2024
|
/s/
Lincoln Pan |
|
By:
Lincoln Pan - as Director of PAGAC DRONE HOLDING GP I LIMITED |
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