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 | +74K | +0.28% | 26.9M | Jun 30, 2023 | Class A or Class B Common Stock, par value $0.01 per share | 64.5K | See Footnote | F1, F2, F3, F4, F5 |
Id | Content |
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F1 | On June 30, 2023, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 74,026 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 74,026 Interests are currently exercisable at any time for an aggregate of 64,489 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 64,489 shares of Class A Common Stock) at the current exchange ratio (which is 0.9252 shares per Interest (subject to adjustment) as of June 30, 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 74,026 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 74,026 non-exchangeable founding partner units for an aggregate consideration of $310,976. |
F4 | The exchange rights with respect to the 26,921,248 Interests are currently exercisable at any time for an aggregate of 24,907,539 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,907,539 shares of Class A Common Stock) at the current exchange ratio (which is 0.9252 shares per Interest (subject to adjustment) as of June 30, 2023). Includes Interests that may have to be exchanged for an aggregate of 6,740,021 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 Exchange Act or for any other purpose. |