NEWMARK GROUP, INC. — Director's Dealing 2017

Dec 15, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2017-12-14

Reporting Person: CANTOR FITZGERALD, L. P. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.01 per share	115543380	Indirect
Class B common stock, par value $0.01 per share	15840049	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Newmark Holdings Exchangeable Limited Partnership Interests	$		Class A or Class B Common Stock, par value $0.01 per share (23801347)		Direct

Footnotes

F1: On December 13, 2017, BGC Partners, Inc. ("BGC") acquired from Newmark Group, Inc. ("Newmark") an aggregate of 115,543,380 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation"). 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. A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. ("CFLP") and its affiliates. CFLP disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFLP is the beneficial owner of, (continued in footnote 2)

F2: or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

F3: On December 13, 2017, CFLP acquired from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 23,801,347 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in connection with the Separation. The exchange rights with respect to the Interests are exercisable at any time for shares of Class B common stock (or, at CFLP's option, shares of Class A common stock) on a one-for-one basis.