Sec Form 4 Filing - Rispoli Michael J. @ NEWMARK GROUP, INC. - 2021-06-28

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 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 Rispoli Michael J. 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 Financial Officer (Last) (First) (Middle) C/O NEWMARK GROUP, INC., 125 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (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 06/28/2021 M( 1 ) 21,744 ( 1 ) A 23,706 D Class A common stock, par value $0.01 per share 06/28/2021 A( 2 ) 5,642 ( 2 ) A 29,348 D Class A common stock, par value $0.01 per share 06/28/2021 A( 3 ) 383 ( 3 ) A 29,731 D Class A common stock, par value $0.01 per share 06/28/2021 F( 4 ) 3,805 ( 4 ) D 25,926 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 Units ( 1 ) ( 1 ) 06/28/2021 M( 1 ) 23,124 ( 1 ) ( 1 ) ( 1 ) Class A common stock, par value $0.01 per share ( 1 ) ( 1 ) ( 1 ) 436 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rispoli Michael J. C/O NEWMARK GROUP, INC. 125 PARK AVENUE NEW YORK, NY10017 Chief Financial Officer Signatures /s/ Michael J. Rispoli 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 28, 2021, 23,124 exchangeable limited partnership units of Newmark Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 21,744 shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), at the current exchange ratio of 0.9403 shares of Class A Common Stock per Holdings Unit. Exchangable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio. ( 2 )On June 28, 2021, the Company granted to the reporting person 5,642 shares of its Class A Common Stock following the redemption of an aggregate of 6,000 non-exchangeable Holding Units held by the reporting person for zero. The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). ( 3 )On June 28, 2021, the Company granted to the reporting person 383 shares of Class A Common Stock. The grant was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3. ( 4 )In connection with the transactions described above, 3,805 shares of Class A Common Stock were withheld to pay taxes on the transactions described above.

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