Cantor Fitzgerald, L. P. Form 4 NEWMARK / FITZGERALD, L. P. CANTOR ownership change

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).

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)

499 PARK AVENUE

(Street)

NEW YORK NY 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

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	02/18/2025		M(1)(4)		7,221,277(1)(4)	A	(1)(4)	7,221,277(1)(3)(4)	D
Class A Common Stock, par value $0.01 per share	02/18/2025		J(2)	V	7,221,277(2)	D(5)	(2)	0(2)(3)	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	(4)	02/18/2025		M(1)(4)			7,782,387	(4)	(4)	Class A or Class B Common Stock, par value $0.01 per share	7,221,277(4)	(1)(4)	19,787,703(3)(4)	D

Explanation of Responses:

1. On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 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 (3) below.

2. Also on February 18, 2025, in connection with the transaction in footnote (1) above, CFLP delivered the 7,221,277 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 (3) below. CFLP no longer has any remaining deferred share distribution obligations. The reporting person previously disclosed its intent to satisfy such distribution obligations through delivery of shares of Class A Common Stock acquired upon the exercise of exchange rights with respect to its Interests, as reported in this Form 4, and disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any. This report shall not be deemed an admission that it is the beneficial owner of, or has pecuniary interest in, any such excess securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

3. Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012.

4. 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"), 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.

5. Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. Recipient persons with Section 16 reporting obligations reported beneficial ownership of these shares in their prior reports.

	/s/ Howard W. Lutnick, Chairman and Chief Executive Officer	02/19/2025
	** Signature of Reporting Person	Date
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