BGC Group, Inc. — Director's Dealing 2018

Nov 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2018-11-23

Reporting Person: BGC Partners, Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-23	Class A common stock, par value $0.01 per share	A	6903875	—	Acquired	122497661	Direct
2018-11-23	Class A common stock, par value $0.01 per share	M	9388748	—	Acquired	131886409	Direct
2018-11-23	Class B common stock, par value $0.01 per share	M	5445488	—	Acquired	21285537	Direct
2018-11-23	Class A common stock, par value $0.01 per share	J	131886409	—	Disposed	0	Direct
2018-11-23	Class B common stock, par value $0.01 per share	J	21285537	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-23	Newmark Holdings Exchangeable Limited Partnership Units	$	M	9587203	Disposed		Class A or Class B common stock, par value $0.01 per share ()	Direct
2018-11-23	Newmark Holdings Exchangeable Limited Partnership Units	$	M	5560592	Disposed		Class A or Class B common stock, par value $0.01 per share ()	Direct
2018-11-23	Newmark Holdings Exchangeable Limited Partnership Units	$	J	1458931	Disposed		Class A or Class B common stock, par value $0.01 per share ()	Direct

Footnotes

F1: Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F2: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F3: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F4: On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis.

F5: On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis.

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F7: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).