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: 2021-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-16	Class A common stock, par value $0.01 per share	A	28962	—	Acquired	28962	Direct
2021-03-16	Class A common stock, par value $0.01 per share	D	28962	$11.09	Disposed	0	Direct
2021-04-27	Class A common stock, par value $0.01 per share	A	68727	—	Acquired	68727	Direct
2021-04-27	Class A common stock, par value $0.01 per share	D	68727	$10.67	Disposed	0	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	10976	Indirect

Footnotes

F1: On March 16, 2021, Newmark Group, Inc. (the "Company") granted to the reporting person 28,962 shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), following the redemption of an aggregate of 30,926 non-exchangeable limited partnership interests of Newmark Holdings, L.P. ("Newmark Holdings") 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").

F2: On March 16, 2021, the reporting person sold these shares of Class A Common Stock to the Company in an exempt transaction pursuant to Rule 16b-3. The sale price per share was the closing price of the Class A Common Stock on March 16, 2021. The transaction was approved by the Compensation Committee.

F3: On April 27, 2021, the Company granted to the reporting person 68,727 shares of its Class A Common Stock, following the redemption of an aggregate of 73,387 non-exchangeable limited partnership interests of Newmark Holdings held by the reporting person for zero. The grant was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3.

F4: On April 27, 2021, the reporting person sold these shares of Class A Common Stock to the Company in an exempt transaction pursuant to Rule 16b-3. The sale price per share was the closing price of the Class A Common Stock on April 27, 2021. The transaction was approved by the Compensation Committee.

F5: Represents shares of Class A Common Stock 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.

F6: Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of March 31, 2021.