Barry M. Gosin - Jun 28, 2021 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Chief Executive Officer
Signature: /s/ Barry M. Gosin
Stock symbol: NMRK
Transactions as of: Jun 28, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/30/2021, 05:24 PM
Next filing: Dec 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NMRK	Class A common stock, par value $0.01 per share	Options Exercise		+1.44M	+51.94%		4.21M	Jun 28, 2021	Direct	F1
transaction	NMRK	Class A common stock, par value $0.01 per share	Award		+12.5K	+0.3%		4.22M	Jun 28, 2021	Direct	F2
transaction	NMRK	Class A common stock, par value $0.01 per share	Tax liability		-671K	-15.88%		3.55M	Jun 28, 2021	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NMRK	Newmark Holdings Exchangeable Limited Partnership Units	Options Exercise		-1.53M	-71.22%		619K	Jun 28, 2021	Class A common stock, par value $0.01 per share			Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 28, 2021, 1,531,061 exchangeable limited partnership units of Newmark Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 1,439,658 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), at the current exchange ratio of 0.9403 shares of Class A Common Stock per Holdings Unit. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio.
F2	On June 28, 2021, the Company granted to the reporting person 12,500 shares of Class A Common Stock. The grant 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.
F3	In connection with the transactions described above, 670,933 shares of Class A Common Stock were withheld to pay taxes on the transactions described above.