Form 4 for NMRK NEWMARK GROUP, INC.
Accepted 2021-07-01 00:00:00 ET · period of report 2021-06-28 · accession 0001437749-21-016200 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-01 | 2021-06-28 | NMRK | LUTNICK HOWARD W | COB, Dir, 10% | M - OptEx | — | +263.0K | 6.76M | +4% | — |
| DM | 2021-07-01 | 2021-06-28 | NMRK | LUTNICK HOWARD W | COB, Dir, 10% | A - Grant | — | +2.77M | 9.52M | +41% | — |
| D | 2021-07-01 | 2021-06-28 | NMRK | LUTNICK HOWARD W | COB, Dir, 10% | F - Tax | — | -1.21M | 8.31M | -13% | — |
| D | 2021-07-01 | 2021-06-28 | NMRK | LUTNICK HOWARD W | COB, Dir, 10% | M - OptEx | — | -279.7K | 279.7K | -50% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common stock, par value $0.01 per share | 2021-06-28 | M | A | 263,025 | — | 6,758,929 | D | — | — | (F1) On June 28, 2021, 279,275 exchangeable limited partnership units of Newmark Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 263,025 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), at the current exchange ratio of 0.9403 shares of Class A Common Stock per Holdings Unit. Exchangable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio. (F2) The shares of Class A Common Stock held directly by the reporting person following the transactions represented herein consist of (i) 4,149,227 shares held by the reporting person, and (ii) 4,162,864 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares). |
| 2 | Common | Class A common stock, par value $0.01 per share | 2021-06-28 | A | A | 2,736,103 | — | 9,495,032 | D | — | — | (F3) On June 28, 2021, the Company granted to the reporting person 2,736,103 shares of Class A Common Stock following the redemption of 2,909,819 non-exchangeable Holding Units held by the reporting person. The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (F2) The shares of Class A Common Stock held directly by the reporting person following the transactions represented herein consist of (i) 4,149,227 shares held by the reporting person, and (ii) 4,162,864 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares). |
| 3 | Common | Class A common stock, par value $0.01 per share | 2021-06-28 | A | A | 29,059 | — | 9,524,091 | D | — | — | (F4) On June 28, 2021, the Company granted to the reporting person 29,059 shares of its Class A Common Stock. The grant was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3 under the Exchange Act. (F2) The shares of Class A Common Stock held directly by the reporting person following the transactions represented herein consist of (i) 4,149,227 shares held by the reporting person, and (ii) 4,162,864 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares). |
| 4 | Common | Class A common stock, par value $0.01 per share | 2021-06-28 | F | D | 1,212,000 | — | 8,312,091 | D | — | — | (F5) In connection with the transactions described in footnotes (1), (3) and (4) above, the amount of Class A Common Stock held directly by the reporting person was reduced by 1,212,000 shares of Class A Common Stock to pay taxes on the transactions described above. (F2) The shares of Class A Common Stock held directly by the reporting person following the transactions represented herein consist of (i) 4,149,227 shares held by the reporting person, and (ii) 4,162,864 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares). |
| 5 | Derivative | Newmark Holdings Exchangeable Limited Partnership Units | 2021-06-28 | M | D | 279,725 | — | 279,725 | D | — · — to — | — Class A common Stock, par value $0.01 per share | (F1) On June 28, 2021, 279,275 exchangeable limited partnership units of Newmark Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 263,025 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), at the current exchange ratio of 0.9403 shares of Class A Common Stock per Holdings Unit. Exchangable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio. |