Sec Form 3 Filing - ALVARADO LUIS @ NEWMARK GROUP, INC. - 2025-04-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ALVARADO LUIS
2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O NEWMARK GROUP, INC., 125 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2025
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 25,908 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Interests ( 2 ) ( 2 ) ( 2 ) Class A common stock, par value $0.01 per share 4,910 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALVARADO LUIS
C/O NEWMARK GROUP, INC.
125 PARK AVENUE
NEW YORK, NY10017
Chief Operating Officer
Signatures
/s/ Luis Alvarado 04/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (i) 11,464 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company") held directly, (ii) 10,557 shares of Class A Common Stock received as restricted stock awards that will vest ratably on each of September 1, 2025, 2026, 2027, and 2028, provided that the reporting person is still providing substantial services for the Company or any of its affiliates through the applicable vesting date, and (iii) 3,887 restricted stock units ("RSUs") which each represent a contingent right to receive one share of Class A Common Stock. The RSUs shall vest on March 15, 2026, provided that the reporting person is still providing substantial services for the Company or any of its affiliates through the applicable vesting date.
( 2 )Consists of 5,292 limited partnership units in Newmark Holdings, L.P. ("Newmark Holdings") that have received exchange rights, consisting of (i) 4,912 exchangeable PSUs and (ii) 380 exchangeable Spin-Off units. The exchange rights are exerciseable at any time for 4,910 shares of Class A Common Stock, at the then-current exchange ratio (which was 0.9279 as of April 14, 2025), which is subject to adjustment.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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