SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

LUTNICK HOWARD W

(Last)

(First)

(Middle)

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Newmark Holdings Exchangeable Limited Partnership Interests⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	01/02/2024		A⁽¹⁾⁽²⁾		617,262⁽¹⁾⁽²⁾		⁽³⁾	⁽³⁾	Class A Common Stock, par value $0.01 per share⁽³⁾	570,535⁽³⁾	⁽³⁾	896,987⁽³⁾⁽⁴⁾	D
Newmark Holdings Exchangeable Limited Partnership Interests	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A or Class B Common Stock, par value $0.01 per share⁽⁵⁾	⁽⁵⁾		26,921,248⁽⁵⁾⁽⁶⁾	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. On January 2, 2024, Newmark Group, Inc. (the "Company") granted the reporting person 617,262 exchange rights with respect to 617,262 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to receive exchange rights in connection with his Holdings Units as those offered to other executives of the Company. The grant of exchange rights was the result of the exercise of such compensatory rights, including those accrued over a multi-year period during which the reporting person has generally waived exchange rights. The reporting person does not have any current intention to exchange any of the Holdings Units or sell any resulting shares of the Company derived from the Holdings Units, although such shares may be gifted or donated to charitable organizations from time to time.

2. (Continued) 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.

3. The exchange rights with respect to the 617,262 Holdings Units held directly by the reporting person are currently exercisable at any time for an aggregate of 570,535 shares of Class A Common Stock at the current exchange ratio (which is 0.9243 shares per exchangeable Holdings Unit (subject to adjustment) as of January 4, 2024).

4. Also includes 279,725 exchangeable Holdings Units held by the reporting person prior to the grant of exchangeable rights described in footnote (1).

5. 26,921,248 exchangeable Holdings Units are held by Cantor Fitzgerald, L.P. ("CFLP"). The exchange rights with respect to the 26,921,248 Holding Units are currently exercisable at any time for an aggregate of 24,883,310 shares of Company Class B Common Stock (or, at CFLP's option, an aggregate of 24,883,310 shares of Company Class A Common Stock) at the current exchange ratio (which is 0.9243 shares per exchangeable Holdings Unit (subject to adjustment) as of January 4, 2024). Includes exchangeable Holdings Units that may have to be exchanged for an aggregate of 6,740,021 shares of Company Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.

6. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP, and the reporting person is the Chief Executive Officer and sole stockholder of CFGM. The reporting person disclaims beneficial ownership of all such securities 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	01/04/2024
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Lutnick Howard W