SEC Form 4 · accession 0001437749-18-004249
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
Mar 6, 2018
Accepted (ET)
Mar 8, 2018 · 7:37 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,F4,F3 | — | Mar 6, 2018 | A | 16,606,726 | A | — | — | Class A or Class B common stock, par value $0.01 per share | 16,606,726 | 40,408,073 | I |
Explanation of responses
- F1Exchangeable limited partnership units ("Units") of Newmark Holdings, L.P. ("Newmark Holdings") are exchangeable, at the discretion of the holder, at any time on a one-for-one basis, subject to adjustment, into either shares of the Issuer's Class A common stock, par value $0.01 per share (the "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"). Shares 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.
- F2As 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 Units 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 on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018.
- F3A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. and its affiliates ("CFLP"). CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM 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.
- F4Includes 23,801,347 Units in Newmark acquired by CFLP on December 13, 2017 in connection with the separation of the Issuer's business from the remainder of the businesses held by BGC and its subsidiaries.