InsiderTrades

Form 4 for NMRK NEWMARK GROUP, INC.

Accepted 2024-10-25 00:00:00 ET · period of report 2024-10-23 · accession 0001437749-24-032140 · 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 2024-10-25 2024-10-23 NMRK CANTOR FITZGERALD, L. P. 10% M - OptEx — +12.8K 12.8K New —
D 2024-10-25 2024-10-23 NMRK CANTOR FITZGERALD, L. P. 10% J - Other — -12.8K 0 -100% —
D 2024-10-25 2024-10-23 NMRK CANTOR FITZGERALD, L. P. 10% M - OptEx — -13.9K 26.91M -0.1% —
D 2024-10-25 2024-10-23 NMRK CANTOR FITZGERALD, L. P. 10% A - Grant — +662.7K 27.57M +2% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock, par value $0.01 per share 2024-10-23 M A 12,831 — 12,831 D — — (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. (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. (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.
2 Common Class A Common Stock, par value $0.01 per share 2024-10-23 J D 12,831 — 0 D — — (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. (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.
3 Derivative Newmark Holdings Exchangeable Limited Partnership Interests 2024-10-23 M D 13,861 — 26,907,387 D — · — to — 12,831 Class A or Class B Common Stock, par value $0.01 per share (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. (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. (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.
4 Derivative Newmark Holdings Exchangeable Limited Partnership Interests 2024-10-23 A A 662,703 — 27,570,090 D — · — to — 613,464 Class A or Class B Common Stock, par value $0.01 per share (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. (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. (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.