0001437749-23-019228.txt : 20230703
0001437749-23-019228.hdr.sgml : 20230703
20230703161020
ACCESSION NUMBER: 0001437749-23-019228
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230630
FILED AS OF DATE: 20230703
DATE AS OF CHANGE: 20230703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CANTOR FITZGERALD, L. P.
CENTRAL INDEX KEY: 0001024896
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38329
FILM NUMBER: 231065369
BUSINESS ADDRESS:
STREET 1: 110 EAST 59TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2126102000
MAIL ADDRESS:
STREET 1: 110 EAST 59TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: CANTOR FITZGERALD L P
DATE OF NAME CHANGE: 19961015
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: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 125 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2128294775
MAIL ADDRESS:
STREET 1: 125 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: NRE DELAWARE, INC.
DATE OF NAME CHANGE: 20161122
4
1
rdgdoc.xml
FORM 4
X0407
4
2023-06-30
0001690680
NEWMARK GROUP, INC.
NMRK
0001024896
CANTOR FITZGERALD, L. P.
499 PARK AVENUE
NEW YORK
NY
10022
1
0
Newmark Holdings Exchangeable Limited Partnership Interests
2023-06-30
4
A
0
74026
A
Class A or Class B Common Stock, par value $0.01 per share
64489
26921248
D
On June 30, 2023, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 74,026 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "Newmark Holdings Agreement").
The exchange rights with respect to the 74,026 Interests are currently exercisable at any time for an aggregate of 64,489 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 64,489 shares of Class A Common Stock) at the current exchange ratio (which is 0.9252 shares per Interest (subject to adjustment) as of June 30, 2023). The 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.
Includes 74,026 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 74,026 non-exchangeable founding partner units for an aggregate consideration of $310,976.
The exchange rights with respect to the 26,921,248 Interests are currently exercisable at any time for an aggregate of 24,907,539 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,907,539 shares of Class A Common Stock) at the current exchange ratio (which is 0.9252 shares per Interest (subject to adjustment) as of June 30, 2023). Includes Interests that may have to be exchanged for an aggregate of 6,740,021 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.
/s/ Howard W. Lutnick, Chairman and Chief Executive Officer
2023-07-03