0001437749-17-021055.txt : 20171221 0001437749-17-021055.hdr.sgml : 20171221 20171221183411 ACCESSION NUMBER: 0001437749-17-021055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171213 FILED AS OF DATE: 20171221 DATE AS OF CHANGE: 20171221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CF GROUP MANAGEMENT INC CENTRAL INDEX KEY: 0001251145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38329 FILM NUMBER: 171270580 MAIL ADDRESS: STREET 1: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEWMARK GROUP, INC. CENTRAL INDEX KEY: 0001690680 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 814467492 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128294775 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: NRE DELAWARE, INC. DATE OF NAME CHANGE: 20161122 4 1 rdgdoc.xml FORM 4 X0306 4 2017-12-13 0001690680 NEWMARK GROUP, INC. NMRK 0001251145 CF GROUP MANAGEMENT INC 499 PARK AVENUE NEW YORK NY 10022 1 1 Common stock, par value $0.01 per share 2017-12-13 5 D 0 100 D 0 I See footnotes Class A common stock, par value $0.01 per share 2017-12-13 5 A 0 115543380 A 115543380 I See footnotes Class B common stock, par value $0.01 per share 2017-12-13 5 A 0 15840049 A 15840049 I See footnotes Newmark Holdings Exchangeable Limited Partnership Interests 2017-12-13 5 A 0 23801347 A Class A or Class B common stock, par value $0.01 per share 23801347 23801347 I See footnotes The 100 shares of common stock of Newmark Group, Inc. ("Newmark") were acquired by BGC Partners, Inc. ("BGC") on November 22, 2016 in connection with the formation of Newmark. All such shares were disposed of on December 13, 2017 in a recapitalization in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation"). 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 Securities Exchange Act of 1934 or for any other purpose. On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. On December 13, 2017, CFLP acquired from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 23,801,347 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in connection with the Separation. The exchange rights with respect to the Interests are exercisable at any time for shares of Class B common stock (or, at CFLP's option, shares of Class A common stock) on a one-for-one basis (subject to adjustment). /s/ Howard W. Lutnick, President and Chief Executive Officer 2017-12-21