Cf Group Management Inc - Oct 28, 2021 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Director, 10%+ Owner
Signature: /s/ Howard W. Lutnick, Chief Executive Officer
Stock symbol: NMRK
Transactions as of: Oct 28, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/1/2021, 05:25 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		See footnote	F1, F2, F3, F4, F5

* 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.
F5	CF Group Management Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM 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 or for any other purpose.