0000899243-18-029725 4 1 20181123 20181127 20181127 BGC Partners, Inc. 0001094831 6200 DE 1231 4 34 001-38329 181204070 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 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 [X] 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 BGC Partners, Inc. NEWMARK GROUP, INC. [ NMRK Issuer (Check all ] applicable) __X__ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 499 PARK AVENUE Transaction (MM/DD/YYYY) below) _____ Other 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 Security 2. Trans. Date 2A. 3. Trans. Code 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) of (D) Securities Form: Direct (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class A common stock, par value $0.01 per 11/23/2018 A 6903875 A (1) 122497661 D share Class A common stock, par value $0.01 per 11/23/2018 M 9388748 A (2) (6) 131886409 D share Class B common stock, par value $0.01 per 11/23/2018 M 5445488 A (3) (6) 21285537 D share Class A common stock, par value $0.01 per 11/23/2018 J (4) 131886409 D (4) 0 D share Class B common stock, par value $0.01 per 11/23/2018 J (5) 21285537 D (5) 0 D share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Execution (Instr. 8) Securities Acquired (A) or and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Date, if Disposed of (D) Derivative Security Derivative Securities Form of Indirect Exercise any (Instr. 3, 4 and 5) (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of (Instr. 5) Owned Security: Ownership Derivative Following Direct (D) (Instr. 4) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Class A or Newmark Holdings Class B Exchangeable (6) 11/23/2018 M (2) 9587203 (2) (6) (6) common stock, (2) (6) (2) 7019523 D Limited Partnership par value Units $0.01 per share Class A or Newmark Holdings Class B Exchangeable (6) 11/23/2018 M (3) 5560592 (3) (6) (6) common stock, (3) (6) (3) 1458931 D Limited Partnership par value Units $0.01 per share Class A or Newmark Holdings Class B Exchangeable (7) 11/23/2018 J (7) 1458931 (7) (7) common stock, (7) (7) 0 D Limited Partnership par value Units $0.01 per share Explanation of Responses: (1) Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (2) Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. (3) Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. (4) On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis. (5) On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis. (6) The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit. (7) On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment). Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BGC Partners, Inc. 499 PARK AVENUE X X NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer, BGC 11/27/2018 Partners, Inc. ** 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). 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