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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/15/24 |
| Issuer: |
| Issuer CIK: 1690680 |
| Issuer Name: NEWMARK GROUP, INC. |
| Issuer Trading Symbol: NMRK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1446936 |
| | Owner Name: Rispoli Michael J. |
| Reporting Owner Address: |
| | Owner Street 1: C/O NEWMARK GROUP, INC. |
| | Owner Street 2: 125 PARK AVENUE |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10017 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Officer? Yes |
| | Officer Title: Chief Financial Officer |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.01 per share |
| | Transaction Date: |
| | | Value: 3/15/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,980 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 10.57 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 758,650 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: On September 29, 2022, in connection with the execution of an employment agreement (the "2022 Employment Agreement"), the reporting person received a grant of restricted stock units ("RSUs") which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company" ) granted under the Company's Long Term Incentive Plan. The grant, which was previously reported, was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act, as amended (the "Exchange Act"). |
| Footnote - F2: (This footnote is a continuation of the prior footnote.) On March 15, 2024, pursuant to the vesting schedule of the RSUs granted under the 2022 Employment Agreement, 21,438 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the surrender to the Company of 9,980 shares of Class A Common Stock withheld for taxes. The remaining 11,458 shares of Class A Common Stock were issued to the reporting person. |
| Footnote - F3: Consists of 471,420 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule. |
| Footnote - F4: Also consists of 242,852 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided in tranches of 50,000 RSUs each that vest on a seven-year schedule. |
| Footnote - F5: Also consists of 44,378 shares of Class A Common Stock of the Company held directly. |
| Owner Signature: |
| Signature Name: /s/ Michael J. Rispoli |
| Signature Date: 3/15/24 |
