Michael J. Rispoli - 01 Oct 2024 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Oct 2024, 16:07:37 UTC
Prior SEC filing
15 Mar 2024
Next SEC filing
18 Mar 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael J. Rispoli

Key filing fact

Michael J. Rispoli filed Form 4 for NEWMARK GROUP, INC. (NMRK) on 03 Oct 2024.

Key facts

  • This page summarizes Michael J. Rispoli's Form 4 filing for NEWMARK GROUP, INC. (NMRK).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 03 Oct 2024, 16:07.

Change

  • Previous filing in this sequence was filed on 15 Mar 2024.
  • Current net transaction value: -$113,917.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NMRK transaction

Class A Common Stock, par value $0.01 per share

Tax liability

Transaction value
$113,917
Shares
-7,293
Change %
-0.96%
Price
$15.62
Shares after
752,788
Date
01 Oct 2024
Ownership
Direct
Footnotes
F1, F2, F3, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NMRK transaction Derivative

Newmark Holdings Exchangeable Limited Partnership Interests

Award

Transaction value
Shares
+4,378
Change %
+16%
Price
Shares after
31,598
Date
01 Oct 2024
Ownership
Direct
Underlying class
Class A common stock, par value $0.01 per share
Underlying amount
Exercise price
Footnotes
F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

On September 29, 2022, in connection with the execution of an employment agreement (the "2022 Employment Agreement"), the reporting person received a grant of restricted stock units ("RSUs") which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Newmark Group, Inc. (the "Company") granted under the Company's Long Term Incentive Plan. The grant, which was previously reported, 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, as amended (the "Exchange Act").

Footnote F2

(This footnote is a continuation of the prior footnote.) On October 1, 2024, pursuant to the vesting schedule of the RSUs granted under the 2022 Employment Agreement, 14,285 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 7,293 shares of Class A Common Stock withheld for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.

Footnote F3

Consists of 457,135 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule.

Footnote F4

Also consists of 242,852 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided in tranches of 50,000 RSUs each that vest on a seven-year schedule.

Footnote F5

Also consists of 52,801 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnotes 1 and 2.

Footnote F6

Consists of a grant of 4,378 exchange rights with respect to 4,378 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 27,220 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, which is currently 0.9248, but is subject to adjustment. 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.

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