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CUSIP No. 05541T 10 1
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13D
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Page
9
of 17
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In the Distribution, CFLP received 20,932,211 shares of Newmark Class B Common Stock,
and CFGM received 353,327 shares of Newmark Class B Common Stock. In the Distribution, Mr. Lutnick did not receive any shares of Newmark Class B Common Stock.
On November 30, 2018, BGC Partners caused BGC Holdings to distribute
pro rata
(the BGC Holdings distribution) all of
the 1,458,931 exchangeable limited partnership units of Newmark Holdings (Newmark Holdings Units) held by BGC Holdings immediately prior to the effective time of the BGC Holdings distribution to its limited partners entitled to receive
distributions on their BGC Holdings units who were holders of record of such units as of November 23, 2018. Of the 1,458,931 Newmark Holdings Units distributed, CFLP received 449,917 exchangeable Newmark Holdings Units, and Mr. Lutnick
received 86,377 exchangeable Newmark Holdings Units. The Newmark Holdings Units received by CFLP are exchangeable for shares of Newmark Class A Common Stock or shares of Newmark Class B Common Stock, and the Newmark Holdings Units received
by Mr. Lutnick are exchangeable for shares of Newmark Class A Common Stock, in each case at the current exchange ratio of 0.9793 shares of Newmark Common Stock per Newmark Holdings Unit (subject to adjustment).
Following the Distribution and the BGC Holdings distribution, BGC Partners ceased to be a controlling stockholder of Newmark, and BGC Partners
and its subsidiaries no longer held shares of Newmark Common Stock or other equity interests in Newmark or its subsidiaries. The Reporting Persons continue to control Newmark and its subsidiaries following the Distribution and the BGC Holdings
distribution.
Common Stock Pledge by CFLP
As previously reported, on June 21, 2017, CFLP entered into a loan program for certain employees and partners of CFLP and its
subsidiaries, pursuant to which Bank of America agreed to make one or more loans available to each Borrower up to an aggregate principal amount of $300 million, and CFLP agreed to purchase the loans from Bank of America upon the occurrence of
certain events. CFLP previously pledged 10,000,000 shares of Class A Common Stock to secure CFLPs purchase obligation pursuant to the terms and provisions of a put and pledge agreement between CFLP and Bank of America. As described above,
prior to the Distribution, CFLP exchanged 10,323,366 shares of Class A Common Stock (including the pledged shares) for 10,323,366 shares of Class B Common Stock. In connection with the Distribution, the put and pledge agreement was amended to
provide for the pledge by CFLP of 10,000,000 shares of Class B Common Stock, and 3,100,000 shares of Newmark Class B Common Stock received in the Distribution.
Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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See Item 4, which is incorporated by reference herein.
Item 5 is hereby amended and restated as follows:
The information in this Item 5 is provided as of November 30, 2018. The information set forth in this Item 5 is based upon an
aggregate of 284,302,248 shares of Class A Common Stock outstanding as of November 23, 2018.
As described above, as of
November 30, 2018, the aggregate number of April 2008 distribution rights shares that CFLP remains obligated to distribute is 13,999,110, all of which are distributable to current and former CFLP partners. Such partners include CFGM,
Mr. Lutnick, and certain other persons listed below. As also described above, as of November 30, 2018, the aggregate number of February 2012 distribution rights shares that CFLP remains obligated to distribute is 1,771,235, including to
CFGM, Mr. Lutnick and certain other persons listed below. As a result, certain of the distribution rights shares are included in the number of shares beneficially owned both directly by CFLP, and indirectly by CFGM and Mr. Lutnick as a result
of their control of CFLP, and in the number of shares beneficially owned directly by CFGM, Mr. Lutnick, and the other holders of the distribution rights, including certain of the other persons listed below, resulting in substantial duplications
in the number of shares of Class A Common Stock beneficially owned set forth below. Once CFLP distributes the remaining 15,770,345 distribution rights shares, these shares of Class A Common Stock will no longer be reflected as beneficially
owned directly by CFLP, and indirectly by CFGM and Mr. Lutnick as a result of their control of CFLP; instead, beneficial ownership of such shares will be reported by CFGM and Mr. Lutnick, as a result of direct holdings by CFGM and
Mr. Lutnick, and indirect holdings by Mr. Lutnick as a result of his control of CFGM, KBCR and LFA, and by the other recipients of the distribution rights shares, including certain of the other persons listed below.