Cantor Fitzgerald, L. P. - Oct 28, 2021 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role
Director, 10%+ Owner
Signature
/s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol
NMRK
Transactions as of
Oct 28, 2021
Transactions value $
$0
Form type
4
Date filed
11/1/2021, 05:23 PM
Next filing
May 18, 2022

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 Interests Award +823K +3.26% 26.1M Oct 28, 2021 Class A or Class B Common Stock, par value $0.01 per share 769K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 28, 2021, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 823,193 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "Newmark Holdings Agreement").
F2 The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock) at the exchange ratio in effect at the time of the exchange (which is 0.9339 shares per Interest (subject to adjustment) as of September 30, 2021). 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.
F3 Includes 299,910 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 299,910 non-exchangeable founding partner units for an aggregate consideration of $975,064, and 523,284 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $1,898,363 as a result of the exchange of 523,284 non-exchangeable founding partner units.
F4 Includes Interests that may have to be exchanged at the then current exchange ratio for an aggregate of 7,309,410 shares of Class A 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.