Cf Group Management Inc - Oct 25, 2022 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Director, Managing General Partner CFLP
Signature: /s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol: NMRK
Transactions as of: Oct 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/27/2022, 04:06 PM
Previous filing: May 18, 2022
Next filing: Apr 18, 2023

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		+207K	+0.79%		26.5M	Oct 25, 2022	Class A or Class B Common Stock, par value $0.01 per share	194K		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 25, 2022, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 207,156 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 (the "Exchange Act"), 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 207,156 Interests are currently exercisable at any time for an aggregate of 194,002 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 194,002 shares of Class A Common Stock) at the current exchange ratio (which is .9365 shares per Interest (subject to adjustment) as of September 30, 2022). 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 104,701 Interests purchased from Newmark Holdings pursuant to Section 12.03 of the Newmark Holdings Agreement as a result of the redemption of 104,701 non-exchangeable founding partner units for an aggregate consideration of $446,647, and 102,454 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $272,100 as a result of the exchange of 102,454 exchangeable founding partner units.
F4	The exchange rights with respect to the 26,498,602 Interests are currently exercisable at any time for an aggregate of 24,815,941 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,815,941 shares of Class A Common Stock) at the current exchange ratio (which is 0.9365 shares per Interest (subject to adjustment) as of September 30, 2022). Includes Interests that may have to be exchanged for an aggregate of 7,284,935 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 Exchange Act or for any other purpose.