SEC Form 4 · accession 0001437749-17-021055

NEWMARK GROUP, INC. · NMRK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

CF GROUP MANAGEMENT INC

Director · 10% Owner

Period of report

Dec 13, 2017

Accepted (ET)

Dec 21, 2017 · 6:34 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 share^F1,F2	Dec 13, 2017	D	100	—	D	0	I	See footnotes
Class A common stock, par value $0.01 per share^F3,F2	Dec 13, 2017	A	115,543,380	—	A	115,543,380	I	See footnotes
Class B common stock, par value $0.01 per share^F3,F2	Dec 13, 2017	A	15,840,049	—	A	15,840,049	I	See footnotes

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 Interests^F4,F2	—	Dec 13, 2017	A	23,801,347	A	—	—	Class A or Class B common stock, par value $0.01 per share	23,801,347	23,801,347	I

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"). A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. ("CFLP") and its affiliates. Cantor Fitzgerald Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP.
F2CFGM 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 CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
F3On 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.
F4On December 13, 2017, CFLP acquired from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 23,801,347 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in connection with the Separation. The exchange rights with respect to the Interests are exercisable at any time for shares of Class B common stock (or, at CFLP's option, shares of Class A common stock) on a one-for-one basis (subject to adjustment).