NEWMARK GROUP, INC. — Director's Dealing 2021

Jun 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2021-06-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-28	Class A common stock, par value $0.01 per share	A	48072	—	Acquired	48072	Direct
2021-06-28	Class A common stock, par value $0.01 per share	F	13066	—	Disposed	35006	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	10973	Indirect

Footnotes

F1: On June 28, 2021, Newmark Group, Inc. (the "Company") granted to the reporting person 48,072 shares of its Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), following the redemption of an aggregate of 51,124 non-exchangeable limited partnership interests of Newmark Holdings, L.P. held by the reporting person for zero. 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: In connection with the transaction described above, 13,066 shares of Class A Common Stock were withheld to pay taxes on the transaction described above.

F3: 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.

F4: Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of May 31, 2021.