SEC Form 4 · accession 0000899243-18-029725
NEWMARK GROUP, INC. · NMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BGC Partners, Inc.
Director · 10% Owner
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 9:45 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 | Nov 23, 2018 | A | 6,903,875 | — | A | 122,497,661 | D | |
| Class A common stock, par value $0.01 per shareF2,F6 | Nov 23, 2018 | M | 9,388,748 | — | A | 131,886,409 | D | |
| Class B common stock, par value $0.01 per shareF3,F6 | Nov 23, 2018 | M | 5,445,488 | — | A | 21,285,537 | D | |
| Class A common stock, par value $0.01 per shareF4 | Nov 23, 2018 | J | 131,886,409 | — | D | 0 | D | |
| Class B common stock, par value $0.01 per shareF5 | Nov 23, 2018 | J | 21,285,537 | — | D | 0 | 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 UnitsF2,F6 | — | Nov 23, 2018 | M | 9,587,203 | D | — | — | Class A or Class B common stock, par value $0.01 per share | — | 7,019,523 | D |
| Newmark Holdings Exchangeable Limited Partnership UnitsF3,F6 | — | Nov 23, 2018 | M | 5,560,592 | D | — | — | Class A or Class B common stock, par value $0.01 per share | — | 1,458,931 | D |
| Newmark Holdings Exchangeable Limited Partnership UnitsF7 | — | Nov 23, 2018 | J | 1,458,931 | D | — | — | Class A or Class B common stock, par value $0.01 per share | — | 0 | 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").
- F2Pursuant 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 9,388,747 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.
- F3Pursuant 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.
- F4On November 30, 2018, BGC will distribute all of the 131,886,408 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.
- F5On 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.
- F6The 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.
- F7On 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 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).