SEC Form 4 · accession 0001437749-18-004245
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
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 7:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001690680
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitsF1,F2 | — | Mar 6, 2018 | A | 16,606,726 | A | — | — | Class A or Class B common stock, par value $0.01 per share | 16,606,726 | 16,606,726 | D |
Explanation of responses
- F11. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)
- F2Shares of Class B common stock are convertible at any time on a one-for-one basis, subject to adjustment, into shares of Class A common stock.