0000899243-18-029723 4 1 20181123 20181127 20181127 CF GROUP MANAGEMENT INC 0001251145 4 34 001-38329 181204068 135 EAST 57TH ST 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 CF GROUP MANAGEMENT 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. 4. Securities Acquired (A) or 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code Disposed of (D) Securities Direct (D) or Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Class A common stock, See par value $0.01 per 11/23/2018 A 6903875 A (1) 122497661 I Footnote (2) share Class A common stock, See par value $0.01 per 11/23/2018 M 9388748 A (3) (7) 131886409 I Footnote (2) share Class A common stock, See par value $0.01 per 0 (5) I Footnote (2) share Class A common stock, See par value $0.01 per 11/23/2018 M 5445488 A (4) (7) 21285537 I Footnote (2) share Class A common stock, par value $0.01 per 353327 (6) D share Class A common stock, See par value $0.01 per 20932211 (6) I Footnote (2) share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. Conversion 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of Derivative 6. Date Exercisable and Expiration 7. Title and Amount of Securities 8. Price of 9. Number of derivative 10. 11. Nature of Security or Exercise Execution (Instr. 8) Securities Acquired (A) or Date Underlying Derivative Security Derivative Securities Beneficially Ownership Indirect (Instr. 3) Price of Date, if Disposed of (D) (Instr. 3 and 4) Security Owned Following Form of Beneficial Derivative any (Instr. 3, 4 and 5) (Instr. 5) Reported Transaction(s) Derivative Ownership Security (Instr. 4) Security: (Instr. 4) Direct (D) or Indirect (I) (Instr. 4) Date Expiration Date Title Amount or Number Code V (A) (D) Exercisable of Shares Newmark Holdings Class A or Class Exchangeable Limited (7) 11/23/2018 M (3) 9587203 (3) (7) (7) B common stock, (3) (7) (3) 7019523 I See Partnership Units par value $0.01 Footnote (2) per share Newmark Holdings Class A or Class Exchangeable Limited (7) 11/23/2018 M (4) 5560592 (4) (7) (7) B common stock, (4) (7) (4) 1458931 I See Partnership Units par value $0.01 Footnote (2) per share Newmark Holdings Class A common Exchangeable Limited (8) (9) (8) (9) (8) (9) stock or Class B (8) (9) 24251264 (8) (9) I See Partnership Units common stock, Footnote (2) par value $0.0 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) 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. CFGM 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 CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. (3) 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 9,388,748 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. (4) 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. (5) On November 30, 2018, BGC will distribute all of the 131,886,409 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. CFGM previously reported beneficial ownership of all of the shares of Class A common stock of Newmark beneficially owned by BGC. (6) 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. Of those 21,285,537 shares of Class B common stock, CFGM and CFLP will receive 353,327 and 20,932,211 shares, respectively, which numbers of shares represent their respective pecuniary interest in the shares of Class B common stock of Newmark held directly by BGC, net of the cashing out of any fractional shares, in a transaction exempt pursuant to Rules 16a-9 and 16a-13 and Rule 16a-10 under the Exchange Act. CFGM previously reported beneficial ownership of all of the shares of Class B common stock of Newmark beneficially owned by BGC. (7) 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. (8) 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 Holdings Units, CFLP will receive 449,917 Holdings Units, which number of Holdings Units represents its pecuniary interest in the Holdings Units held directly by BGCH, in a transaction exempt pursuant to Rules 16a-9 and 16a-13 and Rule 16a-10 under the Exchange Act. CFGM previously reported beneficial ownership of all of the Holdings Units beneficially owned by BGCH. The total number of Holdings Units held by CFLP includes 23,801,347 Holdings Units held by CFLP prior to such distribution. (9) (Continued from Footnote 8) The Holdings Units held by CFLP are exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit (subject to adjustment). Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF GROUP MANAGEMENT INC 499 PARK AVENUE X X NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, President and Chief Executive Officer, 11/27/2018 Cantor Fitzgerald, L.P. ** 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.