Director Lutnick Howard W returned $125,523,425 worth of shares to the company (10,839,674 units at $11.58), closing all direct ownership in the company (SEC Form 4)
$NMRK
Real Estate
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/16/2025 | D(1)(2)(3) | 7,989,936 | D | $11.58(1)(2) | 0(1)(2) | D | |||
| Class A Common Stock, par value $0.01 per share | 05/16/2025 | D(1)(2)(3) | 2,849,738 | D | $11.58(1)(2) | 3,507,134(7) | I | See footnotes(4)(5)(6)(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. On May 16, 2025, Newmark Group, Inc. (the "Company") repurchased an aggregate of 10,839,674 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), consisting of (i) 7,989,936 shares held directly by the reporting person, and (ii) 2,849,738 shares in which the reporting person has an indirect pecuniary interest, including (a) 2,843,781 shares held in his personal asset trust, of which he is the sole trustee, (b) 3,384 shares held by the Howard W. Lutnick Family Trust, of which the reporting person is the sole trustee, and (c) 2,573 shares held by the reporting person's spouse, in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The sale price per share was the closing price of a share of Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025. |
| 2. (Continued from Footnote 1) The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization. |
| 3. As previously reported, the reporting person stepped down from his positions with the Company, including as a director, but solely for purposes of Section 16 of the Exchange Act may continue to be deemed a "director by deputization," until the closing of the divestiture transactions in Cantor Fitzgerald, L.P. ("CFLP"). |
| 4. As previously reported, the reporting person stepped down as the managing member of LFA LLC ("LFA") and no longer has a reportable pecuniary interest in the shares held by LFA. 99,146 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to LFA. The reporting person disclaims beneficial ownership of such shares. |
| 5. As previously reported, the reporting person and his spouse stepped down as trustees for and no longer have reportable pecuniary interests in the shares held by various family and descendant trusts. 246,114 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to family trusts and 907,803 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to descendant trusts. The reporting person disclaims beneficial ownership of such shares. |
| 6. The reporting person previously reported 7,827 shares held in custodial accounts under the Uniform Gifts to Minors Act for certain members of his family who have reached the age of majority and do not live in the reporting person's household, and are therefore no longer disclosable by the reporting person. The reporting person disclaims beneficial ownership of such shares. |
| 7. The reporting person's indirect pecuniary interest in 3,507,134 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CF Group Management, Inc. ("CFGM"); (ii) 746,955 held by Tangible Benefits, LLC, a limited liability company (the "Tangible Benefits"); (iii) 1,362,415 shares held by KBCR Management Partners, LLC ("KBCR"), (iv) 112,405 shares held in a Keogh retirement account, (v) 13,268 shares held in other retirement accounts, (vi) 4,176 shares held in retirement accounts for the reporting person's spouse, and (vii) 242,303 shares of Class A Common Stock held in the reporting person's 401(k) account as of May 1, 2025. |
| 8. CFGM is the Managing General Partner of CFLP, and the reporting person is the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the sole voting member of KBCR through a trust. The reporting person is the sole voting member of Tangible Benefits through a trust. The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits 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 | 05/19/2025 | |
| ** 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 4 (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. | ||