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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LUTNICK HOWARD W		 2. Issuer Name and Ticker or Trading Symbol

NEWMARK GROUP, INC. [ NMRK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman
(Last)          (First)          (Middle)

., 499 PARK AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2022
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests (1) (2)5/17/2022  A (1)  208276 (3)    (2) (2)Class A or Class B Common Stock, par value $0.01 per share 196508 (2) (3)26291446 (4)I See footnote (5)
Explanation of Responses:
(1) On May 17, 2022, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 208,276 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "Newmark Holdings Agreement").
(2) The exchange rights with respect to the 208,276 Interests are currently exercisable at any time for an aggregate of 196,508 shares of Class B Common Stock (or, at CFLP's option an aggregate of 196,508 shares of Class A Common Stock) at the current exchange ratio (which is 0.9435 shares per Interest (subject to adjustment) as of March 31, 2022). The 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.
(3) Includes 184,714 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 184,714 non-exchangeable founding partner units for an aggregate consideration of $763,064 and 23,562 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $100,079 as a result of the exchange of 23,562 exchangeable founding partner units.
(4) The exchange rights with respect to the 26,291,446 Interests are currently exercisable at any time for an aggregate of 24,805,979 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 24,805,979 shares of Class A Common Stock) at the current exchange ratio (which is 0.9435 shares per Interest (subject to adjustment) as of March 31, 2022). Includes Interests that may have to be exchanged for an aggregate of 7,284,934 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.
(5) CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP, and the reporting person is the Chief Executive Officer and sole stockholder of CFGM. The reporting person disclaims beneficial ownership of all such securities in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LUTNICK HOWARD W
.
499 PARK AVENUE
NEW YORK, NY 10022		XXChairman
Signatures
/s/ Howard W. Lutnick5/17/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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