4//SEC Filing
CANTOR FITZGERALD, L. P. 4
Accession 0001437749-25-035726
CIK 0001690680other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 4:02 PM ET
Size
7.7 KB
Accession
0001437749-25-035726
Insider Transaction Report
Form 4
CANTOR FITZGERALD L P
10% Owner
Transactions
- Award
Newmark Holdings Exchangeable Limited Partnership Interests
2025-11-18+595,632→ 20,383,335 total→ Class A or Class B Common Stock, par value $0.01 per share (551,436 underlying)
Footnotes (4)
- [F1]On November 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 595,632 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, in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings (as amended from time to time, the "Newmark Holdings Agreement").
- [F2]The exchange rights with respect to the 595,632 Interests are currently exercisable at any time for an aggregate of 551,436 shares of Newmark Group, Inc. ("Newmark") Class B common stock, par value $0.01 per share ("Class B Common Stock") (or, at CFLP's option, an aggregate of 324,321 shares of Newmark Class A common stock, par value $0.01 per share ("Class A Common Stock")), at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.
- [F3]Includes 524,108 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 524,108 non-exchangeable founding partner units for an aggregate consideration of $1,909,908, and 71,254 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $302,750 as a result of the exchange of 71,524 exchangeable founding partner units.
- [F4]The exchange rights with respect to the 20,383,335 Interests are currently exercisable at any time for an aggregate of 18,870,892 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 18,870,892 shares of Class A Common Stock) at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025).
Documents
Issuer
NEWMARK GROUP, INC.
CIK 0001690680
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001024896
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 4:02 PM ET
- Size
- 7.7 KB