0000899243-18-030246 4 1 20181123 20181206 20181206 Gosin Barry M 0001388845 4 34 001-38329 181220773 C/O ESPEED, INC. 110 EAST 59TH STREET NEW YORK NY 10022 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 Gosin Barry M NEWMARK GROUP, INC. [ NMRK Issuer (Check all ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O NEWMARK GROUP, INC., 125 PARK Transaction (MM/DD/YYYY) (specify below) AVENUE 11/23/2018 Chief Executive Officer (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 Beneficial Date, if (Instr. 3, 4 and Owned Following Indirect (I) Ownership any 5) Reported (Instr. 4) (Instr. 4) Transaction(s) (Instr. 3 and (A) 4) or Code V Amount (D) Price Class A common stock, par value 1215586 (1) D $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 Following Security: Ownership Derivative (Instr. 3, 4 and Reported Direct (D) (Instr. 4) Security 5) Transaction(s) or (Instr. 4) Indirect Date Expiration Amount or (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Newmark Holdings Class A Exchangeable common Limited (2) (2) (2) stock, par (2) 1591935 (2) D Partnership value $0.01 Units per share Explanation of Responses: (1) On November 30, 2018, BGC Partners, Inc. ("BGC") distributed all of the shares of Class A common stock, par value $0.01 per share ("Class A common stock") of Newmark Group, Inc. 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 received 887,840 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 (the "Exchange Act"). The total number of shares of Class A common stock held by the reporting person also includes 327,746 shares of Class A common stock held by the reporting person prior to the Distribution. (2) On November 30, 2018, BGC caused its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable units ("Holdings Units") of Newmark Holdings, L.P. held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 Holdings Units, the reporting person received 60,873 Holdings Units in a transaction exempt pursuant to Rules 16a-9 and Rule 16a-10 under the Exchange Act. The total number of Holdings Units held by the reporting person also includes 1,531,062 Holdings Units held by the reporting person prior to such distribution. The Holdings Units held by the reporting person are exchangeable, at the option of the holder thereof, into shares of Class A common stock, at the current exchange ratio of 0.9793 shares of Class A common stock per Holdings Unit (subject to adjustment). Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gosin Barry M C/O NEWMARK GROUP, INC. Chief Executive Officer 125 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Barry M. Gosin 12/6/2018 ** 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. 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 control number.