| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Options Exercise | +12.8K | 12.8K | Oct 23, 2024 | See footnotes | F1, F8, F10 | |||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Other | -12.8K | -100% | 0 | Oct 23, 2024 | See footnotes | F2, F5, F6, F10 | ||
| holding | NMRK | Class A Common Stock, par value $0.01 per share | 1.03M | Oct 23, 2024 | Direct | F9 |
| 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 | Options Exercise | -13.9K | -0.05% | 26.9M | Oct 23, 2024 | Class A or Class B Common Stock, par value $0.01 per share | 12.8K | See footnotes | F1, F5, F6, F7, F8, F10 | |||
| transaction | NMRK | Newmark Holdings Exchangeable Limited Partnership Interests | Award | +663K | +2.46% | 27.6M | Oct 23, 2024 | Class A or Class B Common Stock, par value $0.01 per share | 613K | See footnotes | F3, F4, F5, F6, F7, F8, F10 |
| Id | Content |
|---|---|
| F1 | On October 23, 2024, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 13,861 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9257 shares per Interest, for 12,831 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock") for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (5) below. |
| F2 | Also on October 23, 2024, in connection with the transaction described in footnote (1) above, CFLP authorized the distribution of the 12,831 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (5) below. |
| F3 | Also on October 23, 2024, in a transaction unrelated to those described in footnotes (1) and (2) above, CFLP purchased from Newmark Holdings an aggregate of 662,703 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 from time to time, the "Newmark Holdings Agreement"). |
| F4 | Includes 500,617 Interests that CFLP purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption from partners of Newmark Holdings of 500,617 non-exchangeable founding partner units for aggregate consideration of $1,824,045, and 162,086 Interests that CFLP purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement as a result of the exchange of 162,086 founding partner units for aggregate consideration of $506,022. |
| F5 | CFLP has deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which are to be satisfied by CFLP's delivery of Common Stock (as defined in footnote 8), which relate to distributions to its partners that CFLP declared on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares," and together with the April 2008 distribution rights shares, the "distribution rights shares"). CFLP currently intends to satisfy all distribution rights shares with shares of Common Stock acquired upon the exercise of exchange rights with respect to its Interests (however, CFLP is under no obligation to satisfy the distribution rights shares in this manner). |
| F6 | After the distribution described in footnote (2) above and other adjustments, the aggregate number of remaining distribution rights shares is 7,221,277 shares. |
| F7 | Consists of Interests held by CFLP. |
| F8 | The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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. |
| F9 | The reporting person's interest in 1,025,612 shares of Class A Common Stock consists of 1,025,612 distribution rights shares (consisting of 951,076 April 2008 distribution rights shares and 74,536 February 2012 distribution rights shares). |
| F10 | 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. |