| 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 | +617K | +220.67% | 897K | Jan 2, 2024 | Class A Common Stock, par value $0.01 per share | 571K | Direct | F1, F2, F3, F4 | |||
| holding | NMRK | Newmark Holdings Exchangeable Limited Partnership Interests | 26.9M | Jan 2, 2024 | Class A or Class B Common Stock, par value $0.01 per share | See Footnote | F5, F6 |
| Id | Content |
|---|---|
| F1 | On January 2, 2024, Newmark Group, Inc. (the "Company") granted the reporting person 617,262 exchange rights with respect to 617,262 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to receive exchange rights in connection with his Holdings Units as those offered to other executives of the Company. The grant of exchange rights was the result of the exercise of such compensatory rights, including those accrued over a multi-year period during which the reporting person has generally waived exchange rights. The reporting person does not have any current intention to exchange any of the Holdings Units or sell any resulting shares of the Company derived from the Holdings Units, although such shares may be gifted or donated to charitable organizations from time to time. |
| F2 | (Continued) The grant of exchange rights 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. |
| F3 | The exchange rights with respect to the 617,262 Holdings Units held directly by the reporting person are currently exercisable at any time for an aggregate of 570,535 shares of Class A Common Stock at the current exchange ratio (which is 0.9243 shares per exchangeable Holdings Unit (subject to adjustment) as of January 4, 2024). |
| F4 | Also includes 279,725 exchangeable Holdings Units held by the reporting person prior to the grant of exchangeable rights described in footnote (1). |
| F5 | 26,921,248 exchangeable Holdings Units are held by Cantor Fitzgerald, L.P. ("CFLP"). The exchange rights with respect to the 26,921,248 Holding Units are currently exercisable at any time for an aggregate of 24,883,310 shares of Company Class B Common Stock (or, at CFLP's option, an aggregate of 24,883,310 shares of Company Class A Common Stock) at the current exchange ratio (which is 0.9243 shares per exchangeable Holdings Unit (subject to adjustment) as of January 4, 2024). Includes exchangeable Holdings Units that may have to be exchanged for an aggregate of 6,740,021 shares of Company 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. |
| F6 | 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. |