SEC Form 4 · accession 0001437749-17-021056
NEWMARK GROUP, INC. · NMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard W Lutnick
Officer — Chairman · Director · 10% Owner
Period of report
Dec 13, 2017
Accepted (ET)
Dec 21, 2017 · 6:36 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,F2 | Dec 13, 2017 | D | 100 | — | D | 0 | I | See footnotes |
| Class A common stock, par value $0.01 per shareF3,F2 | Dec 13, 2017 | A | 115,543,380 | — | A | 115,543,380 | I | See footnotes |
| Class B common stock, par value $0.01 per shareF3,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 InterestsF4,F5 | — | Dec 13, 2017 | A | 473,073 | A | — | — | Class A common stock, par value $0.01 per share | 473,073 | 473,073 | D |
| Newmark Holdings Exchangeable Limited Partnership InterestsF4,F5,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 | 24,274,420 | 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 and the reporting person is the President and Chief Executive Officer and sole stockholder of CFGM.
- F2The reporting person 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 reporting person 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, the reporting person acquired from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 473,073 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 A Common Stock on a one-for-one basis (subject to adjustment).
- F5On December 13, 2017, CFLP acquired from Newmark Holdings an aggregate of 23,801,347 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).