NEWMARK GROUP, INC. — Director's Dealing 2019

Sep 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2019-09-24

Reporting Person: Snow Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-24	Class A common stock, par value $0.01 per share	A	5291	—	Acquired	14804	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The 5,291 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), are represented by 5,291 restricted stock units ("RSUs") granted under the Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 5,291 RSUs, 2,646 RSUs will vest on September 24, 2020 and 2,645 RSUs will vest on September 24, 2021, provided that the reporting person continues to serve as a member of the Board of Directors on such dates.

F2: Includes 4,513 RSUs granted on September 25, 2018, 2,257 RSUs of which will vest on September 25, 2019 and 2,256 RSUs will vest on September 25, 2020 and 2,500 RSUs granted on December 19, 2017 all of which will vest on December 19, 2019, provided that the reporting person continues to serve as a member of the Board of Directors on such dates.

F3: 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.