0001437749-24-000209.txt : 20240102 0001437749-24-000209.hdr.sgml : 20240102 20240102163428 ACCESSION NUMBER: 0001437749-24-000209 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231229 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUTNICK HOWARD W CENTRAL INDEX KEY: 0001250975 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38329 FILM NUMBER: 24502974 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEWMARK GROUP, INC. CENTRAL INDEX KEY: 0001690680 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] ORGANIZATION NAME: 05 Real Estate & Construction 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 X0508 4 2023-12-29 0001690680 NEWMARK GROUP, INC. NMRK 0001250975 LUTNICK HOWARD W 499 PARK AVENUE NEW YORK NY 10022 1 1 1 Executive Chairman 0 Class A Common Stock, par value $0.01 per share 2023-12-29 4 G 0 91241 0 D 7612678 I See Footnotes Class A Common Stock, par value $0.01 per share 6493837 D Represents a gift of Newmark Group, Inc. Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), by the reporting person's personal asset trust, of which he is the sole trustee, to a charitable organization. The reporting person's indirect pecuniary interest in 7,612,678 shares of Class A Common Stock consists of: (i) 1,025,612 shares receivable by CF Group Management, Inc. ("CFGM") pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution right shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 951,076 April 2008 distribution rights shares and 74,536 February 2012 distribution rights shares); (ii) 4,229,886 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 907,803 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a Keogh retirement account (continued from footnote 2) for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 843,781 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,063 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 2,000,000 shares held in Mr. Lutnick's grantor retained annuity trust (GRAT); (iii) 746,955 April 2008 distribution rights shares receivable by the Trust; (iv) 16,557 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA")); (continued from footnote 3) (v) 82,589 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 75,077 April 2008 distribution rights shares and 7,512 February 2012 distribution rights shares); (vi) 278,772 shares held by KBCR Management Partners, LLC ("KBCR"); (vii) 1,083,644 distribution rights shares receivable by KBCR (consisting of 950,057 April 2008 distribution rights shares and 133,587 February 2012 distribution rights shares); and (viii) 239,904 shares held in the reporting person's 401(k) account as of December 28, 2023. CFGM is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The shares of Class A Common Stock held directly by the reporting person consist of (i) 2,330,973 shares held by the reporting person; and (ii) 4,162,864 distribution right shares receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares). /s/ Howard W. Lutnick, Executive Chairman 2024-01-02