Executive Chairman Lutnick Howard W converted options into 2,653,272 shares and covered exercise/tax liability with 1,343,905 shares, increasing direct ownership by 20% to 7,989,936 units (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) 02/05/2025 | ||||||||||||||||||||||||||
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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 | 02/05/2025 | M(2) | 2,653,272(2)(8) | A | (1)(2) | 9,333,841(2)(4) | D | |||
| Class A common stock, par value $0.01 per share | 02/05/2025 | F(3) | 1,343,905(3) | D | $14.14 | 7,989,936(3)(4) | D | |||
| Class A common stock, par value $0.01 per share | 7,614,703(5)(6)(7) | I | See Footnotes(5)(6)(7) | |||||||
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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 | ||||||||
| Newmark Holdings Exchangeable Limited Partnership Interests | (8) | 02/05/2025 | A(1) | 1,148,970(1) | (8) | (8) | Class A common stock, par value $0.01 per share | 1,066,129(8) | (8) | 2,859,437 | D | ||||
| Newmark Holdings Exchangeable Limited Partnership Interests | (8) | 02/05/2025 | M(2) | 2,859,437(2) | (8) | (8) | Class A common stock, par value $0.01 per share(8) | 2,653,272(8) | (8) | 0 | D | ||||
| Newmark Holdings Exchangeable Limited Partnership Interests | (10) | (10) | (10) | Class A or Class B Common Stock, par value $0.01 per share | (10) | 27,570,090(9)(10)(11) | I | See Footnotes(9)(10)(11) | |||||||
| Explanation of Responses: |
| 1. On February 5, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,148,970 exchange rights with respect to 1,148,970 previously awarded units ("Interests") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. 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 (the "Exchange Act"). |
| 2. Also on February 5, 2025, in connection with and immediately following the grant of exchange rights described in footnote (1) above, the reporting person exercised exchange rights with respect to 2,859,437 Interests, at the current exchange ratio of 0.9279 shares per Interest, for 2,653,272 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"). |
| 3. The transaction described in footnote (2) involved the withholding by the Company of 1,343,905 shares of Class A Common Stock for taxes. This disposition of shares to the Company 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. The remaining 1,309,367 shares of Class A Common Stock were issued to the reporting person. |
| 4. Also includes (i) 2,517,705 shares of Class A Common Stock held directly by the reporting person, and (ii) 4,162,864 distribution rights shares (as defined in footnote (5) below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares), each as defined in footnote (5) below. |
| 5. The reporting person's indirect pecuniary interest in 7,614,703 shares of Class A Common Stock consists of: (i) 1,025,612 shares receivable by CF Group Management, Inc. ("CFGM") pursuant to deferred stock distribution rights ("distribution rights shares") provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution right shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 951,076 April 2008 distribution rights shares and 74,536 February 2012 distribution rights shares); (ii) 4,138,748 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 907,803 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a |
| 6. (continued from footnote 5) Keogh retirement account for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 1,696,092 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,166 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 1,147,689 shares held in Mr. Lutnick's grantor retained annuity trust; (iii) 746,955 April 2008 distribution rights shares receivable by the Trust; (iv) 16,557 shares representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA"); |
| 7. (continued from footnote 6) (v) 82,589 shares representing such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 75,077 April 2008 distribution rights shares and 7,512 February 2012 distribution rights shares); (vi) 278,772 shares held by KBCR Management Partners, LLC ("KBCR"); (vii) 1,083,644 distribution rights shares receivable by KBCR (consisting of 950,057 April 2008 distribution rights shares and 133,587 February 2012 distribution rights shares); and (viii) 241,826 shares held in the reporting person's 401(k) account as of January 16, 2025. |
| 8. The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment. |
| 9. Consists of Interests held by CFLP. |
| 10. 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. |
| 11. CFGM is the managing general partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also 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 managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR and LFA 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 | 02/06/2025 | |
| ** 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. | ||