Statement of Changes in Beneficial Ownership (4)
December 20 2019 - 6:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
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)
12/19/2019 |
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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 | 12/19/2019 | | M(1) | | 3940 (1) | A | (1) | 3940 | D | |
| Class A common stock, par value $0.01 per share | 12/19/2019 | | D | | 3940 (2) | D | $13.61 | 0 | D | |
| Class A common stock, par value $0.01 per share | | | | | | | | 2901 | I | By various trusts (3) |
| Class A common stock, par value $0.01 per share | | | | | | | | 10410 | I | By 401(k) plan (4) |
| Class A common stock, par value $0.01 per share | | | | | | | | 1043 | I | By reporting person's spouse |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Newmark Holdings Exchangeable Limited Partnership Units (1) | (1) | 12/19/2019 | | M (1) | | | 4222 (1) | (1) | (1) | Class A common stock, par value $0.01 per share (1) | 3940 (1) | (1) | 0 | D | |
| Explanation of Responses: |
| (1) | On December 19, 2019, the reporting person exchanged 4,222 exchangeable limited partnership units of Newmark Holdings, L.P. (the "Holdings Units") into 3,940 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share (the "Class A Common Stock"), at the current exchange ratio of 0.9332 shares of Class A Common Stock per Holdings Unit. Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then current exchange ratio. |
| (2) | These shares of the Class A Common Stock were sold by the reporting person to the Company in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The sale price per share was the closing price of the Class A Common Stock on December 19, 2019. The transaction was approved by the Audit Committee of the Board of Directors of the Company. |
| (3) | Represents shares of the Class A Common Stock 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. |
| (4) | Represents shares of the Class A Common Stock held in the reporting person's 401(k) account as of November 30, 2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
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 | | 12/20/2019 |
| **Signature of Reporting Person | Date |
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