| 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) 04/07/2025 |
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 | 25,908(1) | D | |
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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 | ||||
| Newmark Holdings Exchangeable Limited Partnership Interests | (2) | (2) | Class A common stock, par value $0.01 per share | 4,910(2) | (2) | D | |
| Explanation of Responses: |
| 1. Consists of (i) 11,464 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company") held directly, (ii) 10,557 shares of Class A Common Stock received as restricted stock awards that will vest ratably on each of September 1, 2025, 2026, 2027, and 2028, provided that the reporting person is still providing substantial services for the Company or any of its affiliates through the applicable vesting date, and (iii) 3,887 restricted stock units ("RSUs") which each represent a contingent right to receive one share of Class A Common Stock. The RSUs shall vest on March 15, 2026, provided that the reporting person is still providing substantial services for the Company or any of its affiliates through the applicable vesting date. |
| 2. Consists of 5,292 limited partnership units in Newmark Holdings, L.P. ("Newmark Holdings") that have received exchange rights, consisting of (i) 4,912 exchangeable PSUs and (ii) 380 exchangeable Spin-Off units. The exchange rights are exerciseable at any time for 4,910 shares of Class A Common Stock, at the then-current exchange ratio (which was 0.9279 as of April 14, 2025), which is subject to adjustment. |
| /s/ Luis Alvarado | 04/14/2025 | |
| ** 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. | ||