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Filing Details

Accession Number:: 0001437749-22-004381
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-24 21:08:12
Reporting Period:: 2022-02-23

Accepted Time:: 2022-02-24 21:08:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1690680	Newmark Group Inc.	NMRK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1250975	W Howard Lutnick	. 499 Park Avenue New York NY 10022	Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01 Per Share	Acquisiton	2022-02-23	9,800	$16.75	7,625,670	No	4	P	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Acquisiton	2022-02-24	116,700	$16.62	7,742,370	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01 Per Share	6,493,837	Direct

Footnotes

The reporting person's indirect pecuniary interest in 7,742,370 shares of Class A Common Stock consists of: (i) 1,025,612 shares receivable by CF Group Management, Inc. ("CFGM") pursuant to deterred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution right shares") and February 14, 2012 ("February 2012 distribution rights shares) (consisting of 951,076 April 2008 distribution rights shares and 74,536 February 2012 distribution rights shares); (ii) 4,274,001 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 301,803 shares held by a trust for the benefit of descendants of Mr. Lutnick and his immediate family (the "Trust"), of which Mr. Lutnick's wife is one of two trustees and Mr. Lutnick has limited powers to remove and replace such trustees, (b) 112,405 shares held in a Keogh retirement account for Mr. Lutnick, (c) 249,498 shares
(continued from footnote 1) held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 3,585,184 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, and (g) 4,016 shares held in other retirement accounts for Mr. Lutnick's spouse; (iii) 746,955 shares represented by April 2008 distribution rights shares receivable by the Trust; (iv) 16,557 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA")); (v) 82,589 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 75,077 April 2008 distribution rights shares and 7,512 February 2012 distribution rights shares)
(continued from footnote 2); (vi) 278,772 shares held by KBCR Management Partners, LLC ("KBCR"); (vii) 1,083,644 distribution rights shares receivable by KBCR (consisting of 950,057 April 2008 distribution rights shares and 133,587 February 2012 distribution rights shares); and (viii) 234,240 shares held in the reporting person's 401(k) account as of January 31, 2022.
CFGM is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.
This transaction was executed in multiple trades at prices ranging from $16.47 to $16.75. The price reported above reflects the weighted-average purchase price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (5).
The shares of Class A Common Stock held directly by the reporting person consist of (i) 2,330,973 shares held by the reporting person; and (ii) 4,162,864 distribution right shares receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares).