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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person* Rispoli Michael J. (Last) (First) (Middle) C/O NEWMARK GROUP, INC. 125 PARK AVENUE (Street) NEW YORK NY 10017 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	10/01/2024		F(1)(2)		7,293(1)(2)	D	$15.62	752,788(3)(4)(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests	(6)	10/01/2024		A(6)		4,378(6)		(6)	(6)	Class A common stock, par value $0.01 per share	(6)	(6)	31,598	D

Explanation of Responses:

1. On September 29, 2022, in connection with the execution of an employment agreement (the "2022 Employment Agreement"), the reporting person received a grant of restricted stock units ("RSUs") which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Newmark Group, Inc. (the "Company") granted under the Company's Long Term Incentive Plan. The grant, which was previously reported, was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act, as amended (the "Exchange Act").

2. (This footnote is a continuation of the prior footnote.) On October 1, 2024, pursuant to the vesting schedule of the RSUs granted under the 2022 Employment Agreement, 14,285 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 7,293 shares of Class A Common Stock withheld for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.

3. Consists of 457,135 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule.

4. Also consists of 242,852 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided in tranches of 50,000 RSUs each that vest on a seven-year schedule.

5. Also consists of 52,801 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnotes 1 and 2.

6. Consists of a grant of 4,378 exchange rights with respect to 4,378 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. The total number of exchangeable Holdings Units held by the reporting person also includes 27,220 exchangeable Holdings Units held by the reporting person prior to such grant. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio, which is currently 0.9248, but is subject to adjustment. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act.

	/s/ Michael J. Rispoli	10/03/2024
	** Signature of Reporting Person	Date
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