| 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 |
| 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, 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 Securities Exchange Act of 1934 or for any other purpose. |