Cantor Fitzgerald, L. P. - Oct 23, 2024 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role
10%+ Owner
Signature
/s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol
NMRK
Transactions as of
Oct 23, 2024
Transactions value $
$0
Form type
4
Date filed
10/25/2024, 04:18 PM
Previous filing
Jul 3, 2023

Transactions Table

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 Direct F1, F5, F6, F7
transaction NMRK Class A Common Stock, par value $0.01 per share Other -12.8K -100% 0 Oct 23, 2024 Direct F2, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 Direct F1, F5, F6, F7
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 Direct F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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, 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 7), which relate to distributions to its partners that CFLP declared on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 (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 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.