| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/18/2025 |
3. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock, par value $0.01 per share | 6,065(1) | D | |
| Class A Common Stock, par value $0.01 per share | 4,492(2) | D | |
| Class A Common Stock, par value $0.01 per share | 249 | I | See footnote(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Consists of 642 shares of Class A common stock, par value of $0.01 per share ("Class A Common Stock"), of Newmark Group, Inc. (the "Company") and 5,423 restricted stock units ("RSUs") of the Company, which each represent a contingent right to receive one share of the Company's Class A Common Stock, granted under the Company's Long Term Incentive Plan. Of the 5,423 RSUs, (i) 834 RSUs will vest on March 15, 2025, (ii) 729 RSUs will vest on March 15, 2026, and (iii) 3,860 RSUs will vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of March 15, 2024, in each case provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date. |
| 2. Consists of 4,492 shares of the Company's Class A Common Stock held in custodial account for the benefit of the reporting person under the Uniform Gifts to Minors Act. |
| 3. Consists of 249 shares of the Company's Class A Common Stock held in the reporting person's 401(k) account as of February 3, 2024. |
| /s/ Kyle Lutnick, Director | 02/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
