Andrew R. Mcdonald Form 4 Cushman & Wakefield / ANDREW R. MCDONALD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCDONALD ANDREW R.

(Last) (First) (Middle)

225 WEST WACKER DRIVE

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cushman & Wakefield plc [ CWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	02/23/2024		M		34,878	A	$0.00(1)	210,758	D
Ordinary Shares	02/23/2024		F		12,210	D	$9.82	198,548	D
Ordinary Shares	02/24/2024		M		20,787	A	$0.00(1)	219,335	D
Ordinary Shares	02/24/2024		F		7,189	D	$9.82	212,146	D
Ordinary Shares	02/25/2024		M		17,759	A	$0.00(1)	229,905	D
Ordinary Shares	02/25/2024		F		8,805	D	$9.82	221,100	D
Ordinary Shares	02/25/2024		M		46,208(2)	A	$0.00	267,308	D
Ordinary Shares	02/25/2024		F		15,985	D	$9.82	251,323	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/23/2024		M			34,878	(3)	(3)	Ordinary Shares	34,878	$0	69,756	D
Restricted Stock Units	(1)	02/24/2024		M			20,787	(4)	(4)	Ordinary Shares	20,787	$0	20,787	D
Restricted Stock Units	(1)	02/25/2024		M			17,759	(5)	(5)	Ordinary Shares	17,759	$0	0	D

Explanation of Responses:

1. Conversion of previously awarded restricted stock units ("RSUs") into an equal number of ordinary shares, without the payment of any consideration, pursuant to the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (the "A&R Omnibus Plan").

2. Represents vesting of ordinary shares earned in respect of performance-based RSUs based on the achievement by the Issuer of certain performance targets for the 2021-2023 performance period pursuant to the A&R Omnibus Plan.

3. RSUs were granted on February 23, 2023 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

4. RSUs were granted on February 24, 2022 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

5. RSUs were granted on February 25, 2021 and vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

Remarks:

Global President & Chief Operating Officer Exhibit 24 - Power of Attorney

	/s/ Noelle J. Perkins, attorney-in-fact	02/27/2024
	** Signature of Reporting Person	Date
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