SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
LUTNICK HOWARD W

(Last) (First) (Middle)
.
499 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2017
3. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.01 per share 115,543,380(1)(2) I See footnotes(1)(2)
Class B common stock, par value $0.01 per share 15,840,049(1)(2) I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests(3) (3) (3) Class A Common Stock, par value $0.01 per share(3) 473,073(3) (3) D
Newmark Holdings Exchangeable Limited Partnership Interests(4) (4) (4) Class A or Class B Common Stock, par value $0.01 per share(4) 23,801,347(4) (4) I See footnotes(1)(2)
Explanation of Responses:
1. On December 13, 2017, BGC Partners, Inc. ("BGC") acquired from Newmark Group, Inc. ("Newmark") an aggregate of 115,543,380 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation"). 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. A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. ("CFLP") and its affiliates. Cantor Fitzgerald Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the President and Chief Executive Officer and sole stockholder of CFGM. (continued in footnote 2)
2. The reporting person 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 reporting person is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
3. On December 13, 2017, the reporting person acquired from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 473,073 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in connection with the Separation. The exchange rights with respect to the Interests are exercisable at any time for shares of Class A common stock on a one-for-one basis.
4. On December 13, 2017, CFLP acquired from Newmark Holdings an aggregate of 23,801,347 Interests in connection with the Separation. 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) on a one-for-one basis.
/s/ Howard W. Lutnick 12/14/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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