SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LUTNICK HOWARD W

(Last)

(First)

(Middle)

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	10/23/2024		M⁽¹⁾⁽¹¹⁾		12,831⁽¹⁾⁽¹¹⁾	A	⁽¹⁾⁽¹¹⁾	7,627,168⁽¹⁾⁽¹¹⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽¹²⁾
Class A Common Stock, par value $0.01 per share	10/23/2024		J⁽²⁾		12,831⁽²⁾	D	⁽²⁾	7,614,337⁽²⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Class A Common Stock, par value $0.01 per share								6,493,837⁽¹⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Newmark Holdings Exchangeable Limited Partnership Interests	⁽¹¹⁾	10/23/2024		M⁽¹⁾⁽¹¹⁾			13,861	⁽¹¹⁾	⁽¹¹⁾	Class A or Class B Common Stock, par value $0.01 per share⁽¹¹⁾	12,831⁽¹¹⁾	⁽¹⁾⁽¹¹⁾	26,907,387⁽¹⁰⁾⁽¹¹⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽¹²⁾⁽⁷⁾
Newmark Holdings Exchangeable Limited Partnership Interests	⁽¹¹⁾	10/23/2024		A⁽³⁾		662,703⁽⁴⁾		⁽¹¹⁾	⁽¹¹⁾	Class A or Class B Common Stock, par value $0.01 per share⁽¹¹⁾	613,464⁽¹¹⁾	⁽¹¹⁾⁽⁴⁾	27,570,090⁽¹⁰⁾⁽¹¹⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽¹⁰⁾⁽¹²⁾
Newmark Holdings Exchangeable Limited Partnership Interests	⁽⁹⁾	10/23/2024		A⁽⁷⁾		712,347⁽⁷⁾		⁽⁹⁾	⁽⁹⁾	Class A common stock, par value $0.01 per share⁽⁹⁾	659,420⁽⁹⁾	⁽⁹⁾	1,609,334⁽⁸⁾⁽⁹⁾	D

Explanation of Responses:

1. On October 23, 2024, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 13,861 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9257 shares per Interest, for 12,831 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock") for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (5) below.

2. Also on October 23, 2024, in connection with the transaction described in footnote (1) above, CFLP authorized the distribution of the 12,831 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (5) below.

3. Also on October 23, 2024, in a transaction unrelated to those described in footnotes (1) and (2) above, CFLP purchased from Newmark Holdings an aggregate of 662,703 Interests in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings (as amended from time to time, the "Newmark Holdings Agreement").

4. Includes 500,617 Interests that CFLP purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption from partners of Newmark Holdings of 500,617 non-exchangeable founding partner units for aggregate consideration of $1,824,045, and 162,086 Interests that CFLP purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement as a result of the exchange of 162,086 founding partner units for aggregate consideration of $506,022.

5. CFLP has deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which are to be satisfied by CFLP's delivery of Common Stock (as defined in footnote 11), which relate to distributions to its partners that CFLP declared on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares," and together with the April 2008 distribution rights shares, the "distribution rights shares"). CFLP currently intends to satisfy all distribution rights shares with shares of Common Stock acquired upon the exercise of exchange rights with respect to its Interests (however, CFLP is under no obligation to satisfy the distribution rights shares in this manner).

6. After the distribution described in footnote (2) above and other adjustments, the aggregate number of remaining distribution rights shares is 7,221,277 shares.

7. Also on October 23, 2024, in a transaction unrelated to those described in footnotes (1) through (6) above, the Company granted the reporting person 712,347 exchange rights with respect to 712,347 previously awarded Interests that were previously non-exchangeable in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to receive exchange rights in connection with his Interests as those offered to other executives of the Company. The grant of exchange rights was the result of the exercise of such compensatory rights, including those accrued over a multi-year period during which the reporting person has generally waived exchange rights. The reporting person does not have any current intention to exchange any of the Interests or sell any resulting shares of the Company derived from the Interests into the marketplace, although such shares may be transferred or gifted or

8. Also includes 896,987 Interests held by the reporting person prior to the grant of exchangeable rights.

9. The exchange rights with respect to the Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment.

10. Consists of Interests held by CFLP.

11. The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. The 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.

12. CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR Management Partners, LLC ("KBCR") is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA LLC ("LFA"). The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act, or for any other purpose.

13. The reporting person's indirect pecuniary interest in 7,614,337 shares of Class A Common Stock consists of: (i) 1,025,612 distribution rights shares receivable by CFGM (consisting of 951,076 April 2008 distribution rights shares and 74,536 February 2012 distribution rights shares); (ii) 4,138,740 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 907,803 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a Keogh retirement account;

14. (continued from footnote 13) for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 1,328,153 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,158 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 1,515,628 shares held in Mr. Lutnick's grantor retained annuity trust; (iii) 746,955 April 2008 distribution rights shares receivable by the Trust; (iv) 16,557 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA);

15. (continued from footnote 14) (v) 82,589 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 75,077 April 2008 distribution rights shares and 7,512 February 2012 distribution rights shares); (vi) 278,772 shares held by KBCR; (vii) 1,083,644 distribution rights shares receivable by KBCR (consisting of 950,057 April 2008 distribution rights shares and 133,587 February 2012 distribution rights shares); and (viii) 241,468 shares held in the reporting person's 401(k) account as of September 30, 2024.

16. The shares of Class A Common Stock held directly by the reporting person consist of (i) 2,330,973 shares held by the reporting person, and (ii) 4,162,864 distribution rights shares receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares).

	/s/ Howard W. Lutnick, Executive Chairman	10/25/2024
	** Signature of Reporting Person	Date
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