NEWMARK GROUP, INC. — Director's Dealing 2018

Dec 4, 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: Snow Michael (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.01 per share	9513	Direct
Class A common stock, par value $0.01 per share	12	Indirect

Footnotes

F1: Consists of 4,513 restricted stock units ("RSUs") granted under the Newmark Group, Inc. Long Term Incentive Plan on September 25, 2018, of which 2,257 RSUs will vest on September 25, 2019 and 2,256 RSUs will vest on September 25, 2020, and 5,000 RSUs granted on December 19, 2017, of which 2,500 RSUs will vest on December 19, 2018 and 5,000 RSUs will vest on December 19,2019, in each case, provided that the reporting person continues to serve as a member of the Board of Directors on such dates. Each RSU represents a contingent right to receive one share of Class A common stock, par value $0.01 per share ("Class A common stock") of Newmark Group, Inc. ("Newmark").

F2: On November 30, 2018, BGC Partners, Inc. ("BGC") distributed all of the shares of Class A common stock of Newmark 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's son, who is a member of his household, received 12 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.