0001437749-23-019230.txt : 20230703 0001437749-23-019230.hdr.sgml : 20230703 20230703161229 ACCESSION NUMBER: 0001437749-23-019230 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: CF GROUP MANAGEMENT INC CENTRAL INDEX KEY: 0001251145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38329 FILM NUMBER: 231065386 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: 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 0001251145 CF GROUP MANAGEMENT INC 499 PARK AVENUE NEW YORK NY 10022 1 1 Managing General Partner CFLP 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 I See Footnote 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. CF 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 Exchange Act or for any other purpose. /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 2023-07-03