Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * Gosin Barry M	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 Executive Officer
(Last)          (First)          (Middle) C/O NEWMARK GROUP, INC., 125 PARK AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/16/2021
(Street) NEW YORK, NY 10017 (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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Units	(1)	3/16/2021		A		557698		(1)	(1)	Class A common stock, par value $0.01 per share	(1)	(1)	2149633 (1)	D

Explanation of Responses:

(1)

On March 16, 2021, the reporting person was granted 557,698 exchange rights with respect to 557,698 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. The total number of exchangeable Holdings Units held by the reporting person also includes 1,591,935 exchangeable Holdings Units held by the reporting person prior to such grant. The exchangeable Holdings Units held by the reporting person are exchangeable, at the option of the holder thereof, into shares of Class A common stock, par value $0.01 per share, of Newmark Group, Inc. ("Class A common stock") at the current exchange ratio of 0.9365 shares of Class A common stock per Holdings Unit (subject to adjustment).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gosin Barry M C/O NEWMARK GROUP, INC. 125 PARK AVENUE NEW YORK, NY 10017			Chief Executive Officer

Signatures
/s/ Barry M. Gosin		3/18/2021
**Signature of Reporting Person		Date