NEWMARK GROUP, INC. — Director's Dealing 2021

Apr 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2021-03-31

Reporting Person: CANTOR FITZGERALD, L. P. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Newmark Holdings Exchangeable Limited Partnership Interests	$	A	1008713	Acquired		Class A or Class B Common Stock, par value $0.01 per share (944660)	Direct

Footnotes

F1: On March 31, 2021, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 1,008,713 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "Newmark Holdings Agreement").

F2: The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock) at the exchange ratio in effect at the time of the exchange (which is 0.9365 shares per Interest (subject to adjustment) as of March 31, 2021). The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

F3: Includes 273,088 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 273,088 non-exchangeable founding partner units for an aggregate consideration of $1,105,598, and 735,625 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $2,918,919 as a result of the exchange of 735,625 non-exchangeable founding partner units.

F4: Includes Interests that may have to be exchanged at the then current exchange ratio for an aggregate of 7,309,420 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.