Michael J. Rispoli - Sep 29, 2022 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Chief Financial Officer
Signature: /s/ Michael J. Rispoli
Stock symbol: NMRK
Transactions as of: Sep 29, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/3/2022, 05:18 PM
Previous filing: Jun 30, 2021
Next filing: Oct 3, 2023

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	Award		+750K	+2892.85%		776K	Sep 29, 2022	Direct	F1, F2

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 Partnership Units	Award		+20.2K	+4637.84%		20.7K	Sep 29, 2022	Class A Common Stock, par value $0.01 per share			Direct	F3

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

Explanation of Responses:

Id	Content
F1	Consists of 500,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Company") represented by 500,000 of the Company's restricted stock units ("RSUs") granted in connection with the execution of an employment agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule. 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 (the "Exchange Act").
F2	Also consists of 250,000 shares of Class A Common Stock represented by 250,000 RSUs granted in connection with the execution of an employment agreement, divided in tranches of 50,000 RSUs each that vest on a seven-year schedule. 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 Exchange Act.
F3	Consists of a grant of 20,221 exchange rights with respect to 20,221 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. The total number of exchangeable Holdings Units held by the reporting person also includes 436 exchangeable Holdings Units held by the reporting person prior to such grant. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio. 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 Exchange Act.