NEWMARK GROUP, INC. — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2019-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Class A common stock, par value $0.01 per share	A	42864	—	Acquired	55193	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	10203	Indirect
Class A common stock, par value $0.01 per share	1043	Indirect

Footnotes

F1: On February 28, 2019, Newmark Group, Inc. (the "Company") granted to the reporting person 42,864 shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), following the redemption and cancellation of an aggregate of 50,000 non-exchangeable limited partnership interests of Newmark Holdings, L.P. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: Represents shares of Class A Common Stock of the Company 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.

F3: Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of February 28, 2019.