|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Newmark Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
65158N102 (CUSIP Number) |
Stephen M. Merkel, Esq. Cantor Fitzgerald, L.P., 499 Park Avenue New York, NY, 10022 (212) 610-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 65158N102 |
| 1 |
Name of reporting person
LUTNICK HOWARD W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Newmark Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
125 PARK AVENUE, NEW YORK,
NEW YORK
, 10017. | |
Item 1 Comment:
This Amendment No. 5B (this "Amendment") amends the Schedule 13D, dated March 19, 2018 (the "Original 13D"), subsequently amended by Amendment No. 1 to the Original 13D, dated December 12, 2018 ("Amendment No. 1"), Amendment No. 2 to the Original 13D, dated November 21, 2024 ("Amendment No. 2"), Amendment No. 3 to the Original 13D, dated February 19, 2025 ("Amendment No. 3"), and Amendment No. 4 to the Original 13D, dated May 19, 2025 ("Amendment No. 4") filed by Cantor Fitzgerald, L.P., a Delaware limited partnership ("CFLP"), CF Group Management, Inc., a New York corporation ("CFGM"), and Howard W. Lutnick, and Amendment No. 5A to the Original 13D, dated October 6, 2025 ("Amendment 5A") filed by CFLP, CFGM and Brandon G. Lutnick. Except as specifically provided herein, this Amendment No. 5B does not modify any of the information previously reported in the Original 13D as so amended. Capitalized terms used in this Amendment but not defined herein shall have the respective meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5A, as the case may be.
Unless otherwise noted, the terms "Class A Common Stock" and "Class B Common Stock" refer to the Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, respectively, of Newmark Group, Inc., a Delaware corporation (the "Company").
This Amendment No. 5B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Company and therefore has ceased to be a Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the following:
Completion of Howard W. Lutnick Divestiture
In accordance with the transactions described in Amendment No. 4, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
As of October 6, 2025, Mr. Howard Lutnick does not beneficially own any shares of Class A Common Stock or Class B Common Stock. | |
| (b) | Number of shares of Class A Common Stock beneficially owned as to which Howard W. Lutnick has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose of or to direct the disposition: 0 | |
| (c) | See Item 4 of this Amendment, of Amendment No. 4 and of Amendment No. 5A, which are each incorporated by reference herein.
In a transaction effective immediately after the closings of the sale of the CFGM voting shares described in Item 4 of Amendment No. 5A, the Company repurchased 4,400 shares of Class A Common Stock held by Mr. Lutnick's spouse at a price per share of $11.04, less $0.048 per share (which are the after-tax portion of paid and payable dividends to her). | |
| (d) | N/A | |
| (e) | As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the Class A Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|