Newmark Group, Inc.
22.40%
43,137,846
1690680
65158N102
May 15, 2025
May 19, 2025, 09:29 AM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Howard W. Lutnick | Individual | 22.40% | 43,137,846 | 367,976 | 42,769,870 |
| CF Group Management, Inc. | CO | 21.00% | 40,656,324 | 0 | 40,656,324 |
| Cantor Fitzgerald, L.P. | Partnership | 20.50% | 39,277,386 | 0 | 39,277,386 |
Disclosure Items (6)
Class A Common Stock, par value $0.01 per share
Newmark Group, Inc.
125 PARK AVENUE, NEW YORK, NY, 10017
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 5 is hereby amended and restated as follows: The information set forth in this Item 5 is based upon an aggregate of 152,734,090 shares of Class A Common Stock outstanding as of May 16, 2025, which, as of the same date, reflects the effect of all monetizations, unit redemptions, exchanges, dispositions, or other transactions reported in the public filings of the Company and/or in Section 16(a) reports of the relevant persons since the filing of Amendment No. 3. CFLP is the beneficial owner of, and has shared voting and shared dispositive power with respect to, (i) an aggregate of 20,932,207 shares of Class A Common Stock acquirable by CFLP upon conversion of 20,932,207 shares of Class B Common Stock held directly by CFLP and (ii) 18,345,179 shares of Class A Common Stock acquirable by CFLP upon exchange of 19,787,703 exchangeable limited partnership interests ("Holdings Units") of Newmark Holdings, L.P. held directly by CFLP which are exchangeable by CFLP for either Class A Common Stock or Class B Common Stock at the current exchange ratio (which is subject to adjustment) of 0.9271 shares of Common Stock per Holdings Unit. CFLP shares voting and dispositive power over these shares of Class A Common Stock with CFGM, its Managing General Partner, and with Mr. Howard Lutnick, who is the trustee of an entity that is the sole shareholder of CFGM. CFGM is the beneficial owner of, and has shared voting and shared dispositive power with respect to, (i) 20,932,207 shares of Class A Common Stock acquirable by CFLP upon conversion of 20,932,207 shares of Class B Common Stock held directly by CFLP, (ii) 353,326 shares of Class A Common Stock acquirable by CFGM upon conversion of 353,326 shares of Class B Common Stock held directly by CFGM, (iii) 18,345,179 shares of Class A Common Stock acquirable upon exchange of 19,787,703 exchangeable Holdings Units held directly by CFLP at the current exchange ratio (which is subject to adjustment) of 0.9271 shares of Common Stock per Holdings Unit, and (iv) 1,025,612 shares of Class A Common Stock held directly. Mr. Howard Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to (i) 242,303 shares of Class A Common Stock held in Mr. Howard Lutnick's 401(k) account (as of May 1, 2025) ) (ii) 112,405 shares held in a Keogh retirement account, and (iii) 13,268 shares held in other retirement accounts. Mr. Howard Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to: (a) 20,932,207 shares of Class A Common Stock acquirable by CFLP upon conversion of 20,932,207 shares of Class B Common Stock held directly by CFLP, (b) 353,326 shares of Class A Common Stock acquirable by CFGM upon conversion of 353,326 shares of Class B Common Stock held directly by CFGM, (c) 18,345,179 shares of Class A Common Stock acquirable upon exchange of 19,787,703 exchangeable Holdings Units held directly by CFLP at the current exchange ratio (which is subject to adjustment) of 0.9271 shares of Common Stock per Holdings Unit, (d) 1,025,612 shares of Class A Common Stock held directly by CFGM, (e) 746,955 shares of Class A Common Stock held by a Tangible Benefits of which Mr. Howard Lutnick is the sole voting member through a trust; (f) 1,362,415 shares of Class A Common Stock held by KBCR, which is a non-managing General Partner of CFLP, of which Mr. Howard Lutnick is sole voting member through a trust; and (g) 4,176 shares held in retirement accounts for the benefit of the reporting person's spouse. KBCR is the beneficial owner of, and has shared voting and dispositive power with respect to, 1,362,415 shares of Class A Common Stock held by it. Mr. Brandon Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 3,335 shares held in a custodial account for his benefit under the Uniform Gifts to Minors Act. In addition, Mr. Brandon Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to: (a) 746,955 shares of Class A Common Stock held by Tangible Benefits, through Mr. Brandon Lutnick's position as manager of Tangible Benefits; (b) 907,803 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard Lutnick and his immediate family, through Mr. Brandon Lutnick's position as trustee with decision making control; (c) 246,114 shares of Class A Common Stock held by various trust accounts for the benefit of members of Mr. Howard Lutnick's immediate family, through Mr. Brandon Lutnick's position as trustee with decision making control; (d) 1,362,415 shares of Class A Common Stock owned of record by KBCR, through Mr. Brandon Lutnick's position as manager of KBCR; and (e) 99,146 shares of Class A Common Stock held by LFA, a Delaware limited liability company ("LFA"), through Mr. Brandon Lutnick's position as manager of LFA. Mr. Kyle Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, (i) 1,514 shares of Class A Common Stock held directly, (ii) 4,492 shares held in a custodial account for his benefit under the Uniform Gifts to Minors Act, and (iii) 535 shares of Class A Common Stock held in his 401(k) account (as of May 1, 2025). Ms. Edith Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 47,140 shares of Class A Common Stock held by her. In addition, Ms. Edith Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to, 68,185 shares of Class A Common Stock held by LFA attributable to her as holder of the majority of the units of LFA. Mr. Stephen Merkel is the beneficial owner of, and has sole voting and dispositive power with respect to, 15,909 shares of Class A Common Stock, comprised of (i) 4,461 shares of Class A Common Stock held in his individual account, and (ii) 11,448 shares of Class A Common Stock held in Mr. Merkel's 401(k) account (as of May 1, 2025). In addition, Mr. Merkel is the beneficial owner of, and has shared voting and dispositive power with respect to, 2,901 shares of Class A Common Stock held in trusts for the benefit of Mr. Merkel's immediate family, of which Mr. Merkel's spouse is the sole trustee. Mr. Danny Salinas does not beneficially own any shares of Class A Common Stock. As previously reported, CFLP has pledged to Bank of America, N.A., pursuant to a Put and Pledge Agreement, originally dated as of December 27, 2017 and as most recently amended and restated effective October 5, 2023, 5,000,000 shares of the Company's Class B Common Stock in connection with a loan program established for certain employees and partners of CFLP and its affiliates. Number of shares and percent of Class A Common Stock beneficially owned by each of the Reporting Persons and the other persons listed below: Number of Shares of Class A Common Stock: Person Number of Shares CFLP 39,277,386 CFGM 40,656,324 Mr. Howard Lutnick 43,137,846 KBCR 1,362,415 Mr. Merkel 18,812 Ms. Edith Lutnick 115,325 Mr. Kyle Lutnick 6,541 Mr. Brandon Lutnick 3,365,768 Mr. Salinas 0 Percent of Class A Common Stock: Person Percentage CFLP 20.5% CFGM 21.0% Mr. Howard Lutnick 22.4% KBCR * Mr. Merkel * Ms. Edith Lutnick * Mr. Kyle Lutnick * Mr. Brandon Lutnick 2.2% Mr. Salinas * * less than 1%
Number of shares of Class A Common Stock beneficially owned as to which the Reporting Persons and each of the other persons listed below has: (i) sole power to vote or direct the vote: Person Number of Shares CFLP 0 CFGM 0 Mr. Howard Lutnick 367,976 KBCR 0 Mr. Merkel 15,909 Ms. Edith Lutnick 47,140 Mr. Kyle Lutnick 6,541 Mr. Brandon Lutnick 3,335 Mr. Salinas 0 (ii) shared power to vote or direct the vote: Person Number of Shares CFLP 39,291,238 CFGM 40,670,176 Mr. Howard Lutnick 42,769,870 KBCR 1,362,415 Mr. Merkel 2,901 Ms. Edith Lutnick 68,185 Mr. Kyle Lutnick 0 Mr. Brandon Lutnick 3,362,433 Mr. Salinas 0 (iii) sole power to dispose or to direct the disposition: Person Number of Shares CFLP 0 CFGM 0 Mr. Howard Lutnick 367,976 KBCR 0 Mr. Merkel 15,909 Ms. Edith Lutnick 47,140 Mr. Kyle Lutnick 6,541 Mr. Brandon Lutnick 3,335 Mr. Salinas 0 (iv) shared power to dispose of or to direct the disposition: Person Number of Shares CFLP 39,277,386 CFGM 40,656,324 Mr. Howard Lutnick 42,769,870 KBCR 1,362,416 Mr. Merkel 2,901 Ms. Edith Lutnick 68,185 Mr. Kyle Lutnick 0 Mr. Brandon Lutnick 3,362,433 Mr. Salinas 0
See Item 4 of this Amendment No. 4, which is incorporated by reference herein. As previously reported, on March 15, 2025, 1,606 restricted stock units ("RSUs"), which were previously granted as compensation to Kyle Lutnick under the Newmark Group, Inc. Long Term Incentive Plan in connection with his previous employment by the Company, and each representing a contingent right to receive one share of Class A Common Stock, became vested and issuable as Class A Common Stock, and the Company withheld 734 shares of Class A Common Stock for taxes at $12.40 per share, the closing price of the Class A Common Stock on March 15, 2025. The remaining 872 shares of Class A Common Stock were issued to Kyle Lutnick.
The beneficiaries of the trusts for the benefit of Mr. Howard Lutnick and his family have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by such trusts. The members of LFA have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by LFA. Each of CFLP and CFGM has the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by it. The beneficiaries of the trusts for the benefit of Mr. Merkel's immediate family have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by each of them.
Not applicable.
Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7 is hereby amended and supplemented by adding the following: Exhibit 11: Joint Filing Agreement, dated as of May 19, 2025, by and among the Reporting Persons