SEC Form 4 · accession 0000899243-18-029724
NEWMARK GROUP, INC. · NMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L. P. Cantor Fitzgerald
Director · 10% Owner
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 9:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001690680
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.01 per shareF1,F2 | Nov 23, 2018 | A | 6,903,875 | — | A | 122,497,661 | I | See Footnote |
| Class A common stock, par value $0.01 per shareF3,F7,F2 | Nov 23, 2018 | M | 9,388,748 | — | A | 131,886,409 | I | See Footnote |
| Class B common stock, par value $0.01 per shareF4,F7,F2 | Nov 23, 2018 | M | 5,445,488 | — | A | 21,285,537 | I | See Footnote |
| Class A common stock, par value $0.01 per shareF5,F2 | holding | — | — | — | 0 | I | See Footnote | |
| Class B common stock, par value $0.01 per shareF6 | holding | — | — | — | 20,932,211 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Newmark Holdings Exchangeable Limited Partnership UnitsF3,F2,F7 | — | Nov 23, 2018 | M | 9,587,203 | D | — | — | Class A or Class B common stock, par value $0.01 per share | — | 7,019,523 | I |
| Newmark Holdings Exchangeable Limited Partnership UnitsF4,F1,F2,F7 | — | Nov 23, 2018 | M | 5,560,592 | D | — | — | Class A or Class B common stock, par value $0.01 per share | — | 1,458,931 | I |
| Newmark Holdings Exchangeable Limited Partnership UnitsF8,F9 | — | holding | — | — | — | — | — | Class A common stock or Class B common stock, par value $0.0 | — | 24,251,264 | D |
Explanation of responses
- F1Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. ("CFLP") and its affiliates. CFLP disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFLP is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F3Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,748 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.
- F4Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark, at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.
- F5On November 30, 2018, BGC will distribute all of the 131,886,409 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis. CFLP previously reported beneficial ownership of all of the shares of Class A common stock of Newmark beneficially owned by BGC.
- F6On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis. Of those 21,285,537 shares of Class B common stock, CFLP will receive 20,932,211 shares, which number of shares represents its pecuniary interest in the shares of Class B common stock of Newmark held directly by BGC, net of the cashing out of any fractional shares, in a transaction exempt pursuant to Rules 16a-9 and 16a-13 and Rule 16a-10 under the Exchange Act. CFLP previously reported beneficial ownership of all of the shares of Class B common stock of Newmark beneficially owned by BGC.
- F7The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.
- F8On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 Holdings Units, CFLP will receive 449,917 Holdings Units, which number of Holdings Units represents its pecuniary interest in the Holdings Units held directly by BGCH, in a transaction exempt pursuant to Rules 16a-9 and 16a-13 and Rule 16a-10 under the Exchange Act. CFLP previously reported beneficial ownership of all of the Holdings Units beneficially owned by BGCH. The total number of Holdings Units held by CFLP includes 23,801,347 Holdings Units held by CFLP prior to such distribution.
- F9(Continued from footnote 8) The Holdings Units held by CFLP are exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit (subject to adjustment).