Newmark (NMRK) Form 4 NEWMARK / HOWARD W LUTNICK 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^*

LUTNICK HOWARD W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

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

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(3)	(3)	01/02/2025		A(1)(2)		101,133(1)(2)		(3)	(3)	Class A common stock, par value $0.01 per share(3)	93,619(3)	(3)	1,710,467(3)(4)	D
Newmark Holdings Exchangeable Limited Partnership Interests	(5)							(5)	(5)	Class A or Class B Common Stock, par value $0.01 per share(5)	(5)		27,570,090(5)(6)	I	See Footnote(6)

Explanation of Responses:

1. On January 2, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 101,133 exchange rights with respect to 101,133 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to receive exchange rights in connection with his Holdings Units 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.

2. (Continued) The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

3. The exchange rights with respect to the 101,133 Holdings Units held directly by the reporting person are currently exercisable at any time for an aggregate of 93,619 shares of Company class A common stock par value $0.01 per share ("Class A Common Stock") at the then-current exchange ratio (which is 0.9257 shares per exchangeable Holdings Unit (subject to adjustment) as of January 2, 2025).

4. Also includes 1,609,334 exchangeable Holdings Units held by the reporting person prior to the grant of exchange rights described in footnote (1).

5. 27,570,090 exchangeable Holdings Units are held by Cantor Fitzgerald, L.P. ("CFLP"). The exchange rights with respect to the 27,570,090 Holding Units are currently exercisable at any time for an aggregate of 25,521,632 shares of Company Class B Common Stock (or, at CFLP's option, an aggregate of 25,521,632 shares of Company Class A Common Stock) at the then-current exchange ratio (which is 0.9257 shares per exchangeable Holdings Unit (subject to adjustment) as of January 2, 2025). Includes exchangeable Holdings Units that may have to be exchanged for an aggregate of 7,221,277 shares of Company Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain partners of CFLP on April 1, 2008 and February 14, 2012.

6. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. The reporting person disclaims beneficial ownership of all such securities 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 securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Howard W. Lutnick, Executive Chairman	01/02/2025
	** Signature of Reporting Person	Date
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