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