Executive Chairman Lutnick Howard W converted options into 7,221,277 shares, disposed of 7,221,277 shares and acquired 7,101,663 shares, increasing direct ownership by 109% 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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)(6) | 7,221,277(1)(6) | A | (1)(6) | 14,835,959(1)(3)(6) | I | See footnotes(7)(8)(9)(10) | ||
| Class A Common Stock, par value $0.01 per share | 02/18/2025 | J(2) | V | 7,221,277(2) | D(11) | (2) | 7,614,682(2)(3)(4) | I | See footnotes(2)(7)(8)(9)(10) | |
| Class A Common Stock, par value $0.01 per share | 02/18/2025 | J(2) | V | 2,938,799(2) | A(11) | (2) | 7,614,682(2)(3)(4) | I | See footnotes(2)(7)(8)(9)(10) | |
| Class A Common Stock, par value $0.01 per share | 02/18/2025 | J(2) | V | 4,162,864(2) | A(11) | (2) | 7,989,936(4) | 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 | (6) | 02/18/2025 | M(1)(6) | 7,782,387 | (6) | (6) | Class A or Class B Common Stock, par value $0.01 per share | 7,221,277(6) | (1)(6) | 19,787,703(3)(4)(5)(6) | I | See footnotes(5)(7) | |||
| 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 described in footnote (1) above, CFLP delivered 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. |
| 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 (the "distribution rights shares"). |
| 4. The delivered shares of Class A Common Stock included an aggregate of (i) 4,162,864 shares delivered directly to the reporting person in satisfaction of 4,162,864 distribution rights shares, (ii) 1,025,612 shares delivered to CFGM (as defined in footnote (7) below) in satisfaction of 1,025,612 distribution rights shares, (iii) 1,083,644 shares delivered to KBCR (as defined in footnote (7) below) in satisfaction of 1,083,644 distribution rights shares, (iv) 746,955 shares delivered to the Trust (as defined in footnote (8) below) in satisfaction of 746,955 distribution rights shares, and (v) 82,589 shares delivered to LFA (as defined in footnote (7) below) in satisfaction of 82,589 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports. |
| 5. Consists of Interests held by CFLP. |
| 6. 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. |
| 7. CF Group Management, Inc. ("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 Management Partners, LLC ("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 LLC ("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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 8. The reporting person's indirect pecuniary interest in 7,614,682 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CFGM; (ii) 4,885,703 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 1,654,758 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 Keogh retirement account; |
| 9. (continued from footnote 8) 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) 99,146 shares held by LFA); |
| 10. (continued from footnote 9) (iv) 1,362,415 shares held by KBCR; and (v) 241,806 shares held in the reporting person's 401(k) account as of February 3, 2025. |
| 11. Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. |
| /s/ Howard W. Lutnick, Executive Chairman | 02/19/2025 | |
| ** 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. | ||