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: Rispoli Michael J. (Chief Financial 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	M	21744	—	Acquired	23706	Direct
2021-06-28	Class A common stock, par value $0.01 per share	A	5642	—	Acquired	29348	Direct
2021-06-28	Class A common stock, par value $0.01 per share	A	383	—	Acquired	29731	Direct
2021-06-28	Class A common stock, par value $0.01 per share	F	3805	—	Disposed	25926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-28	Newmark Holdings Exchangeable Limited Partnership Units	$	M	23124	Disposed		Class A common stock, par value $0.01 per share ()	Direct

Footnotes

F1: On June 28, 2021, 23,124 exchangeable limited partnership units of Newmark Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 21,744 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), at the current exchange ratio of 0.9403 shares of Class A Common Stock per Holdings Unit. Exchangable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio.

F2: On June 28, 2021, the Company granted to the reporting person 5,642 shares of its Class A Common Stock following the redemption of an aggregate of 6,000 non-exchangeable Holding Units held by the reporting person for zero. The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

F3: On June 28, 2021, the Company granted to the reporting person 383 shares of Class A Common Stock. The grant was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3.

F4: In connection with the transactions described above, 3,805 shares of Class A Common Stock were withheld to pay taxes on the transactions described above.