Form Type: 4

SEC EDGAR Link
Accession Number:0001437749-22-000614
Date:2021-12-30
Issuer: NEWMARK GROUP, INC. (NMRK)
Original Submission Date:

Reporting Person:

LUTNICK HOWARD W
.
499 PARK AVENUE NEW YORK, NY 10022

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 2021-12-30 G 982 d $0.00 7,237,016 indirect f1,f2,f3,f4,f5
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 2021-12-30 0 $0.00 6,493,837 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents a gift of newmark group, inc. class a common stock, par value $0.01 per share (the "class a common stock"), to a charitable organization.
f2 the reporting person's indirect pecuniary interest in 7,237,016 shares of class a common stock consists of: (i) 1,025,612 shares receivable by cf group management, inc. ("cfgm") pursuant to deterred stock distribution rights provided to certain current and former partners of cantor fitzgerald, l.p. ("cflp") on april 1, 2008 ("april 2008 distribution right shares") and february 14, 2012 ("february 2012 distribution rights shares)(consisting of 951,076 april 2008 distribution rights shares and 74,536 february 2012 distribution rights shares); (ii) 3,770,501 shares of class a common stock held in various trust, retirement and custodial accounts consisting of (a) 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 limited powers to remove and replace such trustees, (b) 112,405 shares held in a keogh retirement account for mr. lutnick, (c) 249,498 shares
f3 (continued from footnote 2) held by trust accounts for the benefit of mr. lutnick and members of his immediate family, (d) 3,081,684 shares held in mr. lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 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 (g) 4,016 shares 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")); (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)
f4 (continued from footnote 3); (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) 232,386 shares held in the reporting person's 401(k) account as of december 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) 2,330,973 shares held by the reporting person; and (ii) 4,162,864 distribution right shares receivable by the reporting person (consisting of 3,591,626 april 2008 distribution rights shares and 571,238 february 2012 distribution rights shares).
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