Form 4 for NMRK NEWMARK GROUP, INC.
Accepted 2025-02-06 00:00:00 ET · period of report 2025-02-05 · accession 0001437749-25-003035 · 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 | 2025-02-06 | 2025-02-05 | NMRK | LUTNICK HOWARD W | Executive COB, Dir, 10% | M - OptEx | — | +2.65M | 9.33M | +40% | — |
| D | 2025-02-06 | 2025-02-05 | NMRK | LUTNICK HOWARD W | Executive COB, Dir, 10% | F - Tax | $14.14 | -1.34M | 7.99M | -14% | -$19.00M |
| D | 2025-02-06 | 2025-02-05 | NMRK | LUTNICK HOWARD W | Executive COB, Dir, 10% | A - Grant | — | +1.15M | 2.86M | +67% | — |
| D | 2025-02-06 | 2025-02-05 | NMRK | LUTNICK HOWARD W | Executive COB, Dir, 10% | M - OptEx | — | -2.86M | 0 | -100% | — |
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 | 2025-02-05 | M | A | 2,653,272 | — | 9,333,841 | D | — | — | (F8) The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment. (F2) Also on February 5, 2025, in connection with and immediately following the grant of exchange rights described in footnote (1) above, the reporting person exercised exchange rights with respect to 2,859,437 Interests, at the current exchange ratio of 0.9279 shares per Interest, for 2,653,272 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"). (F1) On February 5, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,148,970 exchange rights with respect to 1,148,970 previously awarded units ("Interests") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (F4) Also includes (i) 2,517,705 shares of Class A Common Stock held directly by the reporting person, and (ii) 4,162,864 distribution rights shares (as defined in footnote (5) below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares), each as defined in footnote (5) below. |
| 2 | Common | Class A common stock, par value $0.01 per share | 2025-02-05 | F | D | 1,343,905 | $14.14 | 7,989,936 | D | — | — | (F3) The transaction described in footnote (2) involved the withholding by the Company of 1,343,905 shares of Class A Common Stock for taxes. This disposition of shares to the Company 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. The remaining 1,309,367 shares of Class A Common Stock were issued to the reporting person. (F4) Also includes (i) 2,517,705 shares of Class A Common Stock held directly by the reporting person, and (ii) 4,162,864 distribution rights shares (as defined in footnote (5) below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares), each as defined in footnote (5) below. |
| 3 | Derivative | Newmark Holdings Exchangeable Limited Partnership Interests | 2025-02-05 | A | A | 1,148,970 | — | 2,859,437 | D | — · — to — | 1,066,129 Class A common stock, par value $0.01 per share | (F1) On February 5, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,148,970 exchange rights with respect to 1,148,970 previously awarded units ("Interests") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (F8) The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment. |
| 4 | Derivative | Newmark Holdings Exchangeable Limited Partnership Interests | 2025-02-05 | M | D | 2,859,437 | — | 0 | D | — · — to — | 2,653,272 Class A common stock, par value $0.01 per share | (F2) Also on February 5, 2025, in connection with and immediately following the grant of exchange rights described in footnote (1) above, the reporting person exercised exchange rights with respect to 2,859,437 Interests, at the current exchange ratio of 0.9279 shares per Interest, for 2,653,272 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"). (F8) The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment. |