SEC FORM 3

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^*

MERKEL STEPHEN M

(Last)

(First)

(Middle)

C/O NEWMARK GROUP, INC.

125 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Legal Officer

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	12,329	D
Class A common stock, par value $0.01 per share	2,901	I	By various trusts⁽¹⁾
Class A common stock, par value $0.01 per share	10,254	I	By 401(k) plan⁽²⁾
Class A common stock, par value $0.01 per share	1,043	I	By reporting person's spouse

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Newmark Holdings Exchangeable Limited Partnership Units	⁽³⁾	⁽³⁾	Class A common stock, par value $0.01 per share⁽³⁾	⁽³⁾	⁽³⁾	D

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark Group, Inc. ("Newmark") 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.

2. Represents shares of Class A common stock held in the reporting person's 401(k) account as of December 31, 2018.

3. The reporting person owns 4,222 exchangeable units of Newmark Holdings, L.P. ("Holding Units"). The Holdings Units held by the reporting person are exchangeable, at the option of the holder thereof, into 4,134 shares of Class A common stock at the current exchange ratio of 0.9793 shares of Class A common stock per Holding Unit (subject to adjustment).

	/s/ Stephen M. Merkel	01/09/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.