NEWMARK GROUP, INC. — Director's Dealing 2021

Apr 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2021-04-27

Reporting Person: LUTNICK HOWARD W (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-27	Class A Common Stock, par value $0.01 per share	A	5154	$10.67	Acquired	5154180	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	6497804	Direct

Footnotes

F1: On April 27, 2021, a Keogh retirement account for the benefit of the reporting person acquired 5,154 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), from Newmark Group, Inc. in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at a price per share equal to the closing price of the Class A Common Stock on April 27, 2021. This transaction was approved by the Audit Committee of the Board of Directors.

F2: The reporting person's indirect pecuniary interest in 5,154,180 shares of Class A Common Stock following such acquisition consists of : (i) 951,076 shares receivable pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and 74,536 shares receivable pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on February 14, 2012 ("February 2012 distribution rights shares") receivable by CF Group Management, Inc. ("CFGM"), (ii) 1,687,724 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 960,989 shares held in Mr. Lutnick's grantor retained annuity trust (GRAT), (b) 301,803 shares held by a trust for the benefit of descendants of Mr. Lutnick and his immediate family (the "Trust"), of which Mr. Lutnick's wife is one of two trustees and Mr. Lutnick has

F3: (continued from footnote 2) limited powers to remove and replace such trustees, (c) 112,405 shares held in a Keogh retirement account for Mr. Lutnick, (d) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (e) 37,918 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (f) 13,268 shares held in other retirement accounts, (g) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, and (h) 4,016 shares of Class A Common Stock held in other retirement accounts for Mr. Lutnick's spouse; (iii) 746,955 shares represented by April 2008 distribution rights shares receivable by the Trust, (iv) 16,557 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA")),

F4: (continued from footnote 3) (v) 82,589 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 75,077 April 2008 distribution rights shares and 7,512 February 2012 distribution rights shares), (vi) 278,772 shares held by KBCR Management Partners, LLC ("KBCR"), (vii) 1,083,644 distribution rights shares receivable by KBCR (consisting of 950,057 April 2008 distribution rights shares and 133,587 February 2012 distribution rights shares), and (viii) 232,327 shares held in the reporting person's 401(k) account as of March 31, 2021.

F5: CFGM is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.

F6: The shares of Class A Common Stock held directly by the reporting person consist of (i) 2,334,940 shares held by the reporting person, and (ii) 4,162,864 shares represented by distribution rights shares receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares).