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BGC Group, Inc.

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3818
SEC CIK
0001094831

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

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Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

NEWMARK GROUP, INC.

Report date November 23, 2018 · Filed November 28, 2018

Section 16 reporting ended · disclosed 2018-11-28. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A common stock, par value $0.01 per shareSEC Table I · non-derivativeDirect0 Ending reported balance After 2018-11-23 transaction · row 4
3 source rows · reconciled sequence

Row 1 · 2018-11-23 · Grant · Acquired 6,903,875 · Balance 122,497,661

F1: Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Row 2 · 2018-11-23 · Exercise / conversion · Acquired 9,388,748 · Balance 131,886,409

F2: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Row 4 · 2018-11-23 · Other · Disposed 131,886,409 · Balance 0

F4: On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis.

Class B common stock, par value $0.01 per shareSEC Table I · non-derivativeDirect0 Ending reported balance After 2018-11-23 transaction · row 5
2 source rows · reconciled sequence

Row 3 · 2018-11-23 · Exercise / conversion · Acquired 5,445,488 · Balance 21,285,537

F3: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Row 5 · 2018-11-23 · Other · Disposed 21,285,537 · Balance 0

F5: On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis.

Newmark Holdings Exchangeable Limited Partnership UnitsSEC Table II · derivative / convertible securityDirect7,019,523 Reported balance After 2018-11-23 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2018-11-23 · Exercise / conversion · Disposed 9,587,203 · Balance 7,019,523

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F2: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

Newmark Holdings Exchangeable Limited Partnership UnitsSEC Table II · derivative / convertible securityDirect1,458,931 Reported balance After 2018-11-23 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2018-11-23 · Exercise / conversion · Disposed 5,560,592 · Balance 1,458,931

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F3: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

Newmark Holdings Exchangeable Limited Partnership UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2018-11-23 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2018-11-23 · Other · Disposed 1,458,931 · Balance 0

F7: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F2: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F3: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F4: On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis.

F5: On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis.

F6: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F7: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 OtherNewmark Holdings Exchangeable Limited Partnership Units · Derivative 1,458,931 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · derivative · entry 8

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A or Class B common stock, par value $0.01 per share · Not disclosed shares

Expires not disclosed

F7 · derivative.exercise_price: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

F7 · kind: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

F7 · price: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

F7 · derivative.exercise_date: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

F7 · derivative.expiration_date: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

F7 · derivative.underlying_shares: On November 30, 2018, BGC will cause its subsidiary, BGC Holdings, L.P. ("BGCH"), to distribute all of the 1,458,931 exchangeable Holdings Units held by BGCH to its partners of record as of November 23, 2018 on a pro rata basis. Of those 1,458,931 exchangeable Holdings Units, 449,917 Holdings Units are exchangeable into shares of Class A common stock or Class B common stock of Newmark, and 1,009,014 Holdings Units are exchangeable into shares of Class A common stock, at the election of the partner receiving such Holdings Units, at the current exchange ratio of 0.9793 (subject to adjustment).

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 Exercise / conversionNewmark Holdings Exchangeable Limited Partnership Units · Derivative 5,560,592 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · derivative · entry 7

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,458,931

Underlying: Class A or Class B common stock, par value $0.01 per share · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F3 · kind: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F3 · shares: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F3 · price: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F6 · derivative.exercise_date: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F6 · derivative.expiration_date: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F3 · derivative.underlying_shares: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F6 · derivative.underlying_shares: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 Exercise / conversionNewmark Holdings Exchangeable Limited Partnership Units · Derivative 9,587,203 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · derivative · entry 6

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,019,523

Underlying: Class A or Class B common stock, par value $0.01 per share · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F2 · kind: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F2 · shares: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F2 · price: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F6 · derivative.exercise_date: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F6 · derivative.expiration_date: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

F2 · derivative.underlying_shares: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F6 · derivative.underlying_shares: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 OtherClass B common stock, par value $0.01 per share 21,285,537 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · nonDerivative · entry 5

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F5 · kind: On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis.

F5 · price: On November 30, 2018, BGC will distribute all of the 21,285,537 shares of Class B common stock of Newmark held by it to the holders of record of its Class B common stock as of November 23, 2018 on a pro rata basis.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 OtherClass A common stock, par value $0.01 per share 131,886,409 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · nonDerivative · entry 4

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F4 · kind: On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis.

F4 · price: On November 30, 2018, BGC will distribute all of the 131,886,408 shares of Class A common stock of Newmark held by it to the holders of record of its Class A common stock as of November 23, 2018 on a pro rata basis.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 Exercise / conversionClass B common stock, par value $0.01 per share 5,445,488 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · nonDerivative · entry 3

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,285,537

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Pursuant to the Holdings LPA, BGC exchanged 5,560,592 exchangeable Holdings Units for 5,445,488 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark at the then-current exchange ratio of shares of Class B common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F6 · price: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 Exercise / conversionClass A common stock, par value $0.01 per share 9,388,748 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · nonDerivative · entry 2

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 131,886,409

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P. ("Newmark Holdings"), dated as of June 20, 2018 (the "Holdings LPA"), BGC exchanged 9,587,203 exchangeable units of Newmark Holdings ("Holdings Units") for 9,388,747 shares of Class A common stock of Newmark, at the then-current exchange ratio of shares of Class A common stock per Holdings Unit, in a transaction exempt pursuant to Rules 16b-3 and 16b-6(b) under the Exchange Act.

F6 · price: The Holdings Units were exchangeable, at the option of the holder thereof, into shares of Class A common stock or Class B common stock of Newmark, at the then-current exchange ratio of 0.9793 shares of Class A common stock or Class B common stock per Holdings Unit.

Read SEC document
November 23, 2018 Filed Nov 28, 2018 02:45 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 GrantClass A common stock, par value $0.01 per share 6,903,875 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-029725 · doc4.xml · nonDerivative · entry 1

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,497,661

F1 · price: Pursuant to the Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among BGC Partners, Inc. ("BGC"), Newmark Group, Inc. ("Newmark") and the other parties thereto, and the Contribution and Issuance Agreement, by and between BGC and Newmark, dated November 23, 2018, BGC contributed 7,049,807 units of Newmark Partners, L.P. ("OpCo Units") in exchange for the issuance by Newmark of 6,903,875 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark at an exchange ratio of 0.9793 shares of Class A common stock per OpCo Unit, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Read SEC document
March 06, 2018 Filed Mar 9, 2018 00:32 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 GrantNewmark Holdings Exchangeable Limited Partnership Units · Derivative 16,606,726 $14.57 $241,959,997.82
Disclosure

SEC source: 0001437749-18-004245 · rdgdoc.xml · derivative · entry 1

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,606,726

Underlying: Class A or Class B common stock, par value $0.01 per share · 16,606,726 shares

Expires not disclosed

F1 · security: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · security: 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.

F1 · derivative.exercise_price: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · derivative.exercise_price: 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.

F1 · kind: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · kind: 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.

F1 · shares: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · shares: 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.

F1 · price: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · price: 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.

F1 · derivative.exercise_date: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · derivative.expiration_date: 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.

F1 · derivative.underlying: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · derivative.underlying: 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.

F1 · derivative.underlying_shares: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · derivative.underlying_shares: 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.

F1 · balance_after: 1. As previously disclosed, on March 6, 2018, BGC Partners, Inc. ("BGC"), including through its subsidiary, BGC Partners, L.P. ("BGC OpCo") entered into an agreement to purchase an aggregate of 16,606,726 newly issued exchangeable limited partnership units (the "Units") of Newmark Holdings, L.P. ("Newmark Holdings") for approximately $242.0 million (the "Investment"). In the Investment, BGC acquired 7,750,487 Units and BGC OpCo acquired 8,856,239 Units. The price per Unit was based on the $14.57 closing price of the Issuer's Class A common stock, par value $0.01 per share (the "Class A common stock"), on March 6, 2018, as reported on the NASDAQ Global Select Market. The closing occurred on March 7, 2018. The Units are exchangeable, at BGC's discretion, on a one-for-one basis, subject to adjustment, into either shares of Class A common stock or shares of the Issuer's Class B common stock, par value $0.01 per share (the "Class B common stock"). (Continued on footnote 2)

F2 · balance_after: 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.

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December 13, 2017 Filed Dec 21, 2017 23:21 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 GrantClass B common stock, par value $0.01 per share 15,840,049 Not disclosed Not disclosed
Disclosure

SEC source: 0001437749-17-021052 · rdgdoc.xml · nonDerivative · entry 3

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,840,049

F2 · shares: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F2 · price: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F2 · balance_after: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

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December 13, 2017 Filed Dec 21, 2017 23:21 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 GrantClass A common stock, par value $0.01 per share 115,543,380 Not disclosed Not disclosed
Disclosure

SEC source: 0001437749-17-021052 · rdgdoc.xml · nonDerivative · entry 2

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,543,380

F2 · shares: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F2 · price: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

F2 · balance_after: On December 13, 2017, BGC acquired from Newmark an aggregate of 115,543,830 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of Newmark and 15,840,049 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of Newmark in connection with the Separation. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock.

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December 13, 2017 Filed Dec 21, 2017 23:21 UTC NEWMARK GROUP, INC. NMRK · Entity 4097 Disposition to issuerCommon stock, par value $0.01 per share 100 Not disclosed Not disclosed
Disclosure

SEC source: 0001437749-17-021052 · rdgdoc.xml · nonDerivative · entry 1

BGC Partners, Inc. · CIK 0001094831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · shares: The 100 shares of common stock of Newmark Group, Inc. ("Newmark") were acquired by BGC Partners, Inc. ("BGC") on November 22, 2016 in connection with the formation of Newmark. All such shares were disposed of on December 13, 2017 in a recapitalization in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation").

F1 · price: The 100 shares of common stock of Newmark Group, Inc. ("Newmark") were acquired by BGC Partners, Inc. ("BGC") on November 22, 2016 in connection with the formation of Newmark. All such shares were disposed of on December 13, 2017 in a recapitalization in connection with the separation of the Newmark business from the remainder of the businesses held by BGC and its subsidiaries (the "Separation").

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.