Statement of Changes in Beneficial Ownership (4)
November 01 2019 - 4:33PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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MERKEL STEPHEN M |
2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC.
[
NMRK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and Chief Legal Officer
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(Last)
(First)
(Middle)
C/O NEWMARK GROUP, INC., 125 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/30/2019
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock, par value $0.01 per share
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10/30/2019
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D
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55193 (1)
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D
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$10.69
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0
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D
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Class A Common Stock, par value $0.01 per share
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2901
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I
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By various trusts (2)
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Class A common stock, par value $0.01 per share
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10458
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I
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By 401(k) plan (3)
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Class A common stock, par value $0.01 per share
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1043
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I
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By reporting person's spouse
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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These shares of Newmark Group, Inc. (the "Company") Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), were sold by the reporting person to the Company in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The sale price per share for the stock buyback was the closing price of the Class A Common Stock on October 30, 2019. The transaction was approved by the Audit Committee of the Board of Directors of the Company.
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(2)
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Represents shares of Class A Common Stock of the Company held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust and the reporting person has the power to remove and replace such trustee.
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(3)
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Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of October 31, 2019
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MERKEL STEPHEN M C/O NEWMARK GROUP, INC. 125 PARK AVENUE NEW YORK, NY 10017
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EVP and Chief Legal Officer
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Signatures
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/s/ Stephen M. Merkel
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11/1/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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