NEWMARK GROUP, INC. — Director's Dealing 2019

Dec 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2019-12-19

Reporting Person: MERKEL STEPHEN M (EVP and Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-19	Class A common stock, par value $0.01 per share	M	3940	—	Acquired	3940	Direct
2019-12-19	Class A common stock, par value $0.01 per share	D	3940	$13.61	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-19	Newmark Holdings Exchangeable Limited Partnership Units	$	M	4222	Disposed		Class A common stock, par value $0.01 per share (3940)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock, par value $0.01 per share	2901	Indirect
Class A common stock, par value $0.01 per share	10410	Indirect
Class A common stock, par value $0.01 per share	1043	Indirect

Footnotes

F1: On December 19, 2019, the reporting person exchanged 4,222 exchangeable limited partnership units of Newmark Holdings, L.P. (the "Holdings Units") into 3,940 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share (the "Class A Common Stock"), at the current exchange ratio of 0.9332 shares of Class A Common Stock per Holdings Unit. Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then current exchange ratio.

F2: These shares of the Class A Common Stock were sold by the reporting person to the Company in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The sale price per share was the closing price of the Class A Common Stock on December 19, 2019. The transaction was approved by the Audit Committee of the Board of Directors of the Company.

F3: Represents shares of the Class A Common Stock held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust and the reporting person has the power to remove and replace such trustee.

F4: Represents shares of the Class A Common Stock held in the reporting person's 401(k) account as of November 30, 2019.