SEC Form 4 · accession 0001437749-17-021052
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
Dec 13, 2017
Accepted (ET)
Dec 21, 2017 · 6:21 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 |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per shareF1 | Dec 13, 2017 | D | 100 | — | D | 0 | D | |
| Class A common stock, par value $0.01 per shareF2 | Dec 13, 2017 | A | 115,543,380 | — | A | 115,543,380 | D | |
| Class B common stock, par value $0.01 per shareF2 | Dec 13, 2017 | A | 15,840,049 | — | A | 15,840,049 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 100 shares of common stock of Newmark Group, Inc. ("Newmark") were acquired by BGC Partners, Inc. ("BGC") on November 22, 2016 in connection with the formation of Newmark. All such shares were disposed of on December 13, 2017 in a recapitalization in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation").
- F2On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.