CWK

SEC source: 0000899243-19-016257 · doc4.xml · derivative · entry 3

McLean Jodie W. · CIK 0001711013 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,372

Underlying: Ordinary Shares · 8,372 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F3 · derivative.exercise_date: On June 6, 2019, the reporting person was granted 8,372 RSUs which will vest and settle on the earlier of (i) June 6, 2020 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date, subject, with certain limited exceptions, to Ms. McLean remaining a director through such vesting date.

F3 · derivative.expiration_date: On June 6, 2019, the reporting person was granted 8,372 RSUs which will vest and settle on the earlier of (i) June 6, 2020 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date, subject, with certain limited exceptions, to Ms. McLean remaining a director through such vesting date.

SEC source: 0000899243-19-016257 · doc4.xml · derivative · entry 2

McLean Jodie W. · CIK 0001711013 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Ordinary Shares · 5,203 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On December 18, 2018, the reporting person was granted 5,203 RSUs scheduled to vest and settle on the earlier of (i) December 18, 2019 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date.

F2 · derivative.expiration_date: On December 18, 2018, the reporting person was granted 5,203 RSUs scheduled to vest and settle on the earlier of (i) December 18, 2019 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date.

SEC source: 0000899243-19-016257 · doc4.xml · nonDerivative · entry 1

McLean Jodie W. · CIK 0001711013 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,203

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

SEC source: 0000899243-19-013620 · doc4.xml · derivative · entry 2

Palmer Duncan · CIK 0001411587 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By Duncan Palmer Revocable Trust U/A/D 10/16/17

Disclosed balance after: 282,834

Underlying: Ordinary Shares · 10,500 shares

Expires 2025-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: Option to purchase ordinary shares was granted May 8, 2015. One-third of the option is subject to time-based vesting in five substantially equal annual installments beginning November 5, 2015. One-third of the option is subject to time-based vesting in three substantially equal annual installments beginning November 5, 2017. One-third of the option becomes exercisable as to 200,000 ordinary shares upon the earlier occurrence of a liquidity event in which Principal Shareholder achieve a multiple of money of 2.0 or an average closing share price for a period of 90-days of at least $20.00.

F2 · ownership.nature: Reporting person is the trustee of the trust.

SEC source: 0000899243-19-013620 · doc4.xml · nonDerivative · entry 1

Palmer Duncan · CIK 0001411587 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By Duncan Palmer Revocable Trust U/A/D 10/16/17

Disclosed balance after: 35,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Reflects the acquisition of 10,500 ordinary shares resulting from a stock option exercise.

F2 · ownership.nature: Reporting person is the trustee of the trust.

SEC source: 0000899243-19-013124 · doc4.xml · derivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 446,758

Underlying: Ordinary Shares · 223,379 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents the right to acquire one ordinary share of Cushman & Wakefield plc.

F2 · derivative.exercise_date: RSUs were granted on May 8, 2015 and modified on November 19, 2018 to vest in six substantially equal annual installments beginning on May 8, 2016.

F2 · derivative.expiration_date: RSUs were granted on May 8, 2015 and modified on November 19, 2018 to vest in six substantially equal annual installments beginning on May 8, 2016.

SEC source: 0000899243-19-013124 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 823,590

SEC source: 0000899243-19-013124 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 941,200

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000903423-19-000190 · cushwake4.xml · nonDerivative · entry 1

TPG Asia Advisors VI, Inc. · CIK 0001601127 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 52,030,940

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Asia Advisors VI, Inc. ("TPG Asia Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons").

F2 · ownership.nature: TPG Asia Advisors VI is the general partner of each of (i) TPG Drone Investment, L.P. ("TPG Drone Investment"), which directly holds depositary receipts representing 35,368,306 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"), and (ii) TPG Drone Co-Invest, L.P. ("TPG Drone Co-Invest" and, together with TPG Drone Investment, the "TPG Funds"), which directly holds depositary receipts representing 15,393,088 Ordinary Shares. On April 12, 2019, pursuant to the exercise of the overallotment option by the Underwriters (defined below) under an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto (the "Underwriters") and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), the TPG Funds sold an aggregate of 1,909,557 Ordinary Shares.

F3 · ownership.nature: In addition, the TPG Funds in the aggregate hold 49.63% of the partnership interests in each of (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. DTZ GenPar, acting as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares for the benefit of the limited partners of Holdings LP.

F4 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons 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.

SEC source: 0000903423-19-000191 · ottpcush.xml · nonDerivative · entry 1

ONTARIO TEACHERS PENSION PLAN BOARD · CIK 0000937567 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,626,710

F1 · ownership.direct: OTPP is the direct holder of depositary receipts representing 15,626,710 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"). On April 12, 2019, pursuant to the exercise of the overallotment option by the Underwriters (defined below) under an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto (the "Underwriters") and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), OTPP sold 233,682 Ordinary Shares.

F3 · ownership.direct: Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP 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. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.

F4 · ownership.direct: 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, the 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.

F5 · ownership.direct: 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.

SEC source: 0000899243-19-010704 · doc4.xml · derivative · entry 4

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,903

Underlying: Ordinary Shares · 21,241 shares

Expires 2025-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Option to purchase ordinary shares was granted May 8, 2015 and becomes exercisable in five substantially equal installments beginning in November 2015.

SEC source: 0000899243-19-010704 · doc4.xml · nonDerivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 717,821

F1 · shares: Represents ordinary shares sold in a public offering pursuant to that certain underwriting agreement, dated March 20, 2019, among the issuer, the reporting person, the other selling shareholders named therein, and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The sale price of such shares was $17.084375 per share, which represents the price to the public less the underwriting discount and commission.

SEC source: 0000899243-19-010704 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 735,787

SEC source: 0000899243-19-010704 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 752,637

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-19-009902 · doc4.xml · nonDerivative · entry 4

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 731,396

F2 · price: Price reflects the weighted average price of all open market sales on such date. These shares were sold in multiple transactions at prices ranging from $17.84 to $18.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

SEC source: 0000899243-19-009902 · doc4.xml · derivative · entry 5

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Ordinary Shares · 29,242 shares

Expires 2025-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: Option to purchase ordinary shares was granted May 8, 2015 and becomes exercisable in five substantially equal installments beginning in November 2015.

SEC source: 0000899243-19-009902 · doc4.xml · nonDerivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 737,415

F1 · price: Price reflects the weighted average price of all open market sales on such date. These shares were sold in multiple transactions at prices ranging from $17.75 to $18.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

SEC source: 0000899243-19-009902 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 775,907

SEC source: 0000899243-19-009902 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 799,082

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-19-009903 · doc4.xml · nonDerivative · entry 1

Palmer Duncan · CIK 0001411587 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By Duncan Palmer Revocable Trust U/A/D 10/16/17

Disclosed balance after: 25,000

F1 · price: Price reflects the weighted average price of all open market sales on such date. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F2 · ownership.nature: Reporting person is the trustee of the trust.

SEC source: 0000899243-19-008913 · doc4.xml · derivative · entry 4

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 209,737

Underlying: Ordinary Shares · 162,171 shares

Expires 2025-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: Option to purchase ordinary shares was granted May 8, 2015 and becomes exercisable in five substantially equal installments beginning in November 2015.

SEC source: 0000899243-19-008913 · doc4.xml · nonDerivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 769,840

F1 · shares: Represents ordinary shares sold in a public offering pursuant to that certain underwriting agreement, dated March 20, 2019, among the issuer, the reporting person, the other selling shareholders named therein, and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The sale price of such shares was $17.084375 per share, which represents the price to the public less the underwriting discount and commission.

SEC source: 0000899243-19-008913 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 907,012

SEC source: 0000899243-19-008913 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,035,656

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000903423-19-000169 · cushwake4.xml · nonDerivative · entry 2

TPG Asia Advisors VI, Inc. · CIK 0001601127 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 53,940,497

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Asia Advisors VI, Inc. ("TPG Asia Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons").

F3 · ownership.nature: In addition, the TPG Funds in the aggregate hold 49.63% of the partnership interests in each of (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. DTZ GenPar, acting as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to the Underwriting Agreement, Holdings LP sold 200,000 Ordinary Shares.

F4 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons 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.

SEC source: 0000903423-19-000169 · cushwake4.xml · nonDerivative · entry 1

TPG Asia Advisors VI, Inc. · CIK 0001601127 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 54,039,757

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Asia Advisors VI, Inc. ("TPG Asia Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons").

F2 · ownership.nature: TPG Asia Advisors VI is the general partner of each of (i) TPG Drone Investment, L.P. ("TPG Drone Investment"), which directly holds depositary receipts representing 36,698,801 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"), and (ii) TPG Drone Co-Invest, L.P. ("TPG Drone Co-Invest" and, together with TPG Drone Investment, the "TPG Funds"), which directly holds depositary receipts representing 15,972,150 Ordinary Shares. On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), the TPG Funds sold an aggregate of 14,400,592 Ordinary Shares.

F4 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons 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.

SEC source: 0000903423-19-000168 · ottpcush.xml · nonDerivative · entry 2

ONTARIO TEACHERS PENSION PLAN BOARD · CIK 0000937567 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Response

Disclosed balance after: 333,567

F2 · ownership.nature: In addition, OTPP indirectly holds a 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. DTZ GenPar, acting as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares of the Issuer for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to the Underwriting Agreement, Holdings LP sold 200,000 Ordinary Shares.

F3 · ownership.nature: Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP 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. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.

F4 · ownership.nature: 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, the 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.

F5 · ownership.nature: 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.

SEC source: 0000903423-19-000168 · ottpcush.xml · nonDerivative · entry 1

ONTARIO TEACHERS PENSION PLAN BOARD · CIK 0000937567 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,860,392

F1 · ownership.direct: OTPP is the direct holder of depositary receipts representing 15,860,392 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"). On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), OTPP sold 1,762,266 Ordinary Shares.

F3 · ownership.direct: Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP 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. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.

F4 · ownership.direct: 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, the 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.

F5 · ownership.direct: 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.

SEC source: 0000903423-19-000165 · ottpcush.xml · nonDerivative · entry 2

ONTARIO TEACHERS PENSION PLAN BOARD · CIK 0000937567 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Response

Disclosed balance after: 333,567

F2 · ownership.nature: In addition, OTPP indirectly holds a 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. DTZ GenPar, acting as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares of the Issuer for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to the Underwriting Agreement, Holdings LP sold 200,000 Ordinary Shares.

F3 · ownership.nature: Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP 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. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.

F4 · ownership.nature: 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, the 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.

F5 · ownership.nature: 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.

SEC source: 0000903423-19-000165 · ottpcush.xml · nonDerivative · entry 1

ONTARIO TEACHERS PENSION PLAN BOARD · CIK 0000937567 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,860,392

F1 · ownership.direct: OTPP is the direct holder of depositary receipts representing 15,860,392 Ordinary Shares ("Ordinary Shares") of Cushman & Wakefield plc (the "Issuer"). On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto (the "Underwriting Agreement"), OTPP sold 1,762,266 Ordinary Shares.

F3 · ownership.direct: Because of the relationship between OTPP, Holdings LP and DTZ GenPar, OTPP 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. OTPP disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of OTPP's pecuniary interest therein, if any.

F4 · ownership.direct: 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, the 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.

F5 · ownership.direct: 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.

SEC source: 0000903423-19-000166 · ownership.xml · nonDerivative · entry 1

DTZ Investment Holdings, L.P. · CIK 0001748538 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,558,022

F1 · ownership.nature: DTZ Investment Holdings GenPar LLP, acting as general partner of DTZ Investment Holdings LP ("Holdings LP" and the "Reporting Person"), holds depositary receipts representing 2,558,022 ordinary shares, $0.10 nominal value per share (the "Ordinary Shares"), of Cushman & Wakefield plc (the "Issuer") for the benefit of the limited partners of Holdings LP. On March 22, 2019, pursuant to an Underwriting Agreement, dated March 20, 2019, among the Issuer, the underwriters named in Schedule II thereto and the selling shareholders named in Schedule III thereto, Holdings LP sold 200,000 Ordinary Shares.

F2 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of its pecuniary interests.

SEC source: 0000903423-19-000167 · ownership.xml · nonDerivative · entry 2

PAGAC Drone Holding GP I Ltd · CIK 0001748609 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 954,909

F1 · ownership.nature: The Reporting Person is the general partner of PAGAC Drone Holding I LP ("PAGAC" and, together with the Reporting Person, the "PAG Entities").

F3 · ownership.nature: PAGAC holds a 37.33% partnership interest in (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. DTZ GenPar, acting as general partner of Holdings LP, holds depositary receipts representing 2,558,022 Ordinary Shares of the Issuer for the benefit of the limited partners of Holdings LP. Because of the relationship between the PAG Entities, Holdings LP and DTZ GenPar, the PAG Entities may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to beneficially own the Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each PAG Entity disclaims beneficial ownership of the Ordinary Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of such PAG Entity's pecuniary interest therein, if any.

F4 · ownership.nature: Messrs. Jon Robert Lewis, David Jaemin Kim and Noel Walsh and Ms. Tamara Williams 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 51,403,823 ordinary shares. Each of Messrs. Lewis, Kim and Walsh and Ms. Williams expressly disclaims beneficial ownership of such shares.

F5 · ownership.nature: 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.

SEC source: 0000903423-19-000167 · ownership.xml · nonDerivative · entry 1

PAGAC Drone Holding GP I Ltd · CIK 0001748609 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,448,914

F1 · ownership.direct: The Reporting Person is the general partner of PAGAC Drone Holding I LP ("PAGAC" and, together with the Reporting Person, the "PAG Entities").

F2 · ownership.direct: PAGAC is the direct holder of depositary receipts representing 50,448,914 Ordinary Shares.

F4 · ownership.direct: Messrs. Jon Robert Lewis, David Jaemin Kim and Noel Walsh and Ms. Tamara Williams 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 51,403,823 ordinary shares. Each of Messrs. Lewis, Kim and Walsh and Ms. Williams expressly disclaims beneficial ownership of such shares.

F5 · ownership.direct: 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.

SEC source: 0000899243-19-008049 · doc4.xml · derivative · entry 5

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 166,667

Underlying: Ordinary Shares · 166,666 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents the right to acquire one ordinary share of Cushman & Wakefield plc.

F3 · derivative.exercise_date: RSUs were granted on October 5, 2015 and vest in five substantially equal annual installments beginning on March 16, 2016.

F3 · derivative.expiration_date: RSUs were granted on October 5, 2015 and vest in five substantially equal annual installments beginning on March 16, 2016.

SEC source: 0000899243-19-008049 · doc4.xml · derivative · entry 4

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 165,441

Underlying: Ordinary Shares · 55,147 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents the right to acquire one ordinary share of Cushman & Wakefield plc.

F2 · derivative.exercise_date: RSUs were granted on March 8, 2018 and vest in four substantially equal annual installments beginning on March 15, 2019.

F2 · derivative.expiration_date: RSUs were granted on March 8, 2018 and vest in four substantially equal annual installments beginning on March 15, 2019.

SEC source: 0000899243-19-008049 · doc4.xml · nonDerivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 873,485

SEC source: 0000899243-19-008049 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 990,270

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-19-008049 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 823,604

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-19-007171 · doc4.xml · derivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 252,101

Underlying: Ordinary Shares · 252,101 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 252,101 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 252,101 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-007163 · doc4.xml · derivative · entry 1

Robinson Nathaniel · CIK 0001747604 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,807

Underlying: Ordinary Shares · 16,807 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 16,807 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 16,807 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-007168 · doc4.xml · derivative · entry 1

Palmer Duncan · CIK 0001411587 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,034

Underlying: Ordinary Shares · 84,034 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 84,034 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 84,034 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-007164 · doc4.xml · derivative · entry 1

Soloway Brett · CIK 0001746592 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,891

Underlying: Ordinary Shares · 26,891 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 26,891 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 26,891 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-007167 · doc4.xml · derivative · entry 1

Hay Michelle · CIK 0001746928 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,807

Underlying: Ordinary Shares · 16,807 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 16,807 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 16,807 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-007161 · doc4.xml · derivative · entry 1

Forrester John · CIK 0001747294 · Global President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,034

Underlying: Ordinary Shares · 84,034 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan convert into an equal number of ordinary shares of Cushman & Wakefield plc.

F2 · derivative.exercise_date: On March 7, 2019, the reporting person was granted 84,034 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

F2 · derivative.expiration_date: On March 7, 2019, the reporting person was granted 84,034 RSUs which will vest and settle in four (4) substantially equal installments on each of the first four (4) anniversaries of the grant date, subject, with certain limited exceptions, to the reporting person's continuing employment through each such vesting date.

SEC source: 0000899243-19-002279 · doc4.xml · nonDerivative · entry 4

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 768,457

F2 · price: Price reflects the weighted average price of all open market sales on such date. These shares were sold in multiple transactions at prices ranging from $15.57 to $16.24, inclusive.

SEC source: 0000899243-19-002279 · doc4.xml · derivative · entry 5

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Ordinary Shares · 74,850 shares

Expires 2025-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: Option to purchase ordinary shares was granted May 8, 2015 and becomes exercisable in five substantially equal installments beginning in November 2015.

SEC source: 0000899243-19-002279 · doc4.xml · nonDerivative · entry 3

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 785,386

F1 · price: Price reflects the weighted average price of all open market sales on such date. These shares were sold in multiple transactions at prices ranging from $15.49 to $15.70, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

SEC source: 0000899243-19-002279 · doc4.xml · nonDerivative · entry 2

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 825,831

SEC source: 0000899243-19-002279 · doc4.xml · nonDerivative · entry 1

WHITE W BRETT · CIK 0001128144 · Director · Executive Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 883,752

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000903423-18-000644 · ownership.xml · derivative · entry 1

MACKAY MICHELLE · CIK 0001581054 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,552

Underlying: Common Stock · 4,552 shares

Expires not disclosed

F1 · derivative.exercise_price: Restricted Stock Units (RSUs) granted under the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan convert into an equal number of ordinary shares of common stock.

F2 · derivative.exercise_date: On December 18, 2018, the reporting person was granted 4,552 RSUs which will vest and settle on the earlier of (i) December 18, 2019 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date, subject, with certain limited exceptions, to Ms. MacKay remaining a director through such vesting date.

F2 · derivative.expiration_date: On December 18, 2018, the reporting person was granted 4,552 RSUs which will vest and settle on the earlier of (i) December 18, 2019 or (ii) the date of the first annual shareholders' meeting to occur following the Grant Date, subject, with certain limited exceptions, to Ms. MacKay remaining a director through such vesting date.