X0206 3 2017-12-14 0 0001690680 NEWMARK GROUP, INC. NMRK 0001024896 CANTOR FITZGERALD, L. P. 499 PARK AVENUE NEW YORK NY 10022 1 1 Class A common stock, par value $0.01 per share 115543380 I See footnote Class B common stock, par value $0.01 per share 15840049 I See footnote Newmark Holdings Exchangeable Limited Partnership Interests Class A or Class B Common Stock, par value $0.01 per share 23801347 D On December 13, 2017, BGC Partners, Inc. ("BGC") acquired from Newmark Group, Inc. ("Newmark") an aggregate of 115,543,380 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 of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation"). Shares of Class B common stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A common stock. A majority of the voting power of BGC is held by Cantor Fitzgerald, L.P. ("CFLP") and its affiliates. CFLP 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 CFLP is the beneficial owner of, (continued in footnote 2) 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, 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. /s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President 2017-12-14