NEWMARK GROUP, INC. — Director's Dealing 2018

Mar 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2018-03-06

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-06	Newmark Holdings Exchangeable Limited Partnership Units	$	A	16606726	Acquired		Class A or Class B common stock, par value $0.01 per share (16606726)	Indirect

Holdings (Derivative)

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

Footnotes

F1: Exchangeable limited partnership units ("Units") of Newmark Holdings, L.P. ("Newmark Holdings") are exchangeable, at the discretion of the holder, at any time on a one-for-one basis, subject to adjustment, into either shares of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). 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.

F2: As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 Units for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018.

F3: A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. and its affiliates ("CFLP"). 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, 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

F4: Represents Units acquired on December 13, 2017 by CFLP in connection with the separation of the Issuer's business from the remainder of the businesses held by BGC and its subsidiaries.