NEWMARK GROUP, INC. — Director's Dealing 2018

Dec 6, 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: Gosin Barry M (Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.01 per share	1215586	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Newmark Holdings Exchangeable Limited Partnership Units	$		Class A common stock, par value $0.01 per share ()	1591935	Direct

Footnotes

F1: On November 30, 2018, BGC Partners, Inc. ("BGC") distributed all of the shares of Class A common stock, par value $0.01 per share ("Class A common stock") of Newmark Group, Inc. held by it to the holders of record of shares of Class A common stock, par value $0.01 per share, of BGC, as of November 23, 2018 on a pro rata basis (the "Distribution"). The reporting person received 887,840 shares of Class A common stock in the Distribution in a transaction exempt pursuant to Rules 16a-9 and 16a-10 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The total number of shares of Class A common stock held by the reporting person also includes 327,746 shares of Class A common stock held by the reporting person prior to the Distribution.

F2: On November 30, 2018, BGC caused its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable units ("Holdings Units") of Newmark Holdings, L.P. held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 Holdings Units, the reporting person received 60,873 Holdings Units in a transaction exempt pursuant to Rules 16a-9 and Rule 16a-10 under the Exchange Act. The total number of Holdings Units held by the reporting person also includes 1,531,062 Holdings Units held by the reporting person prior to such distribution. The Holdings Units held by the reporting person are exchangeable, at the option of the holder thereof, into shares of Class A common stock, at the current exchange ratio of 0.9793 shares of Class A common stock per Holdings Unit (subject to adjustment).