0000899243-18-030054 4 1 20181123 20181204 20181204 Snow Michael 0001635637 4 34 001-38329 181217396 C/O GFI GROUP INC. 55 WATER STREET NEW YORK NY 10041 NEWMARK GROUP, INC. 0001690680 6531 814467492 DE 1231 499 PARK AVENUE NEW YORK NY 10022 2128294775 499 PARK AVENUE NEW YORK NY 10022 NRE DELAWARE, INC. 20161122 4 1 doc4.xml FORM 4 SUBMISSION FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Snow Michael NEWMARK GROUP, INC. [ NMRK Issuer (Check all ] applicable) __X__ Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title C/O NEWMARK GROUP, INC., 125 PARK Transaction (MM/DD/YYYY) below) _____ Other AVENUE 11/23/2018 (specify below) (Street) 4. If Amendment, Date 6. Individual or NEW YORK, NY 10022 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of 2. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of Security Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect (Instr. 3) Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Indirect Beneficial Date, if (Instr. 3, 4 and Owned Following (I) (Instr. 4) Ownership any 5) Reported (Instr. 4) Transaction(s) (Instr. 3 and (A) 4) or Code V Amount (D) Price Class A common stock, par value 9513 (1) D $0.01 per share Class A common See stock, par value 12 (2) I Footnote (2) $0.01 per share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) Consists of 4,513 restricted stock units ("RSUs") granted under the Newmark Group, Inc. Long Term Incentive Plan on September 25, 2018, of which 2,257 RSUs will vest on September 25, 2019 and 2,256 RSUs will vest on September 25, 2020, and 5,000 RSUs granted on December 19, 2017, of which 2,500 RSUs will vest on December 19, 2018 and 5,000 RSUs will vest on December 19,2019, in each case, provided that the reporting person continues to serve as a member of the Board of Directors on such dates. Each RSU represents a contingent right to receive one share of Class A common stock, par value $0.01 per share ("Class A common stock") of Newmark Group, Inc. ("Newmark"). (2) On November 30, 2018, BGC Partners, Inc. ("BGC") distributed all of the shares of Class A common stock of Newmark held by it to the holders of record of shares of Class A common stock, par value $0.01 per share, of BGC, as of November 23, 2018 on a pro rata basis (the "Distribution"). The reporting person's son, who is a member of his household, received 12 shares of Class A common stock in the Distribution in a transaction exempt pursuant to Rules 16a-9 and 16a-10 under the Securities Exchange Act of 1934, as amended. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Snow Michael C/O NEWMARK GROUP, INC. X 125 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Michael Snow 11/30/2018 ** 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 4(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. 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