FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

Snow Michael
2. Issuer Name and Ticker or Trading Symbol

NEWMARK GROUP, INC. [ NMRK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NEWMARK GROUP, INC., 125 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2018
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock, par value $0.01 per share                  9513   (1) D    
Class A common stock, par value $0.01 per share                  12   (2) I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of 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.
125 PARK AVENUE
NEW YORK, NY 10022
X



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).
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