Cf Group Management Inc - May 17, 2022 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Signature
/s/ Howard W. Lutnick, Chief Executive Officer
Stock symbol
NMRK
Transactions as of
May 17, 2022
Transactions value $
$0
Form type
4
Date filed
5/18/2022, 04:32 PM
Previous filing
Nov 1, 2021
Next filing
Oct 27, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NMRK Newmark Holdings Exchangeable Limited Partnership Interests Award +208K +0.8% 26.3M May 17, 2022 Class A or Class B Common Stock, par value $0.01 per share 197K See footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 17, 2022, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 208,276 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 (the "Exchange Act"), 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 208,276 Interests are currently exercisable at any time for an aggregate of 196,508 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 196,508 shares of Class A Common Stock) at the current exchange ratio (which is 0.9435 shares per Interest (subject to adjustment) as of March 31, 2022). 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 184,714 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 184,714 non-exchangeable founding partner units for an aggregate consideration of $763,064 and 23,562 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $100,079 as a result of the exchange of 23,562 exchangeable founding partner units.
F4 The exchange rights with respect to the 26,291,446 Interests are currently exercisable at any time for an aggregate of 24,805,979 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,805,979 shares of Class A Common Stock) at the current exchange ratio which is 0.9435 shares per Interest (subject to adjustment) as of March 31, 2022). Includes Interests that may have to be exchanged for an aggregate of 7,284,934 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.
F5 CF Group Management Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.