| 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 | +349K | +1.32% | 26.8M | Apr 16, 2023 | Class A or Class B Common Stock, par value $0.01 per share | 324K | See Footnote | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On April 16, 2023, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 348,620 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 348,620 Interests are currently exercisable at any time for an aggregate of 324,321 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 324,321 shares of Class A Common Stock) at the current exchange ratio (which is .9303 shares per Interest (subject to adjustment) as of April 14, 2023). 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 309,631 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 309,631 non-exchangeable founding partner units for an aggregate consideration of $1,282,265, and 38,989 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $166,364 as a result of the exchange of 38,989 exchangeable founding partner units. |
| F4 | The exchange rights with respect to the 26,847,222 Interests are currently exercisable at any time for an aggregate of 24,975,971 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,975,971 shares of Class A Common Stock) at the current exchange ratio (which is 0.9303 shares per Interest (subject to adjustment) as of April 14, 2023). Includes Interests that may have to be exchanged for an aggregate of 6,777,174 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. |