BGC Group, Inc. — Director's Dealing 2010

Mar 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2010-03-16

Reporting Person: LUTNICK HOWARD W (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-10	Class A Common Stock, par value $0.01 per share	G	200000	—	Disposed	6892550	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-16	BGC Holdings 8.75% Convertible Senior Notes Due 2015	$7.01	A		Acquired	2015-04-15	See Footnotes (21398003)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	8557698	Direct

Footnotes

F1: Represents a gift of 200,000 shares of BGC Partners, Inc. (the "Company") Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), by Cantor Fitzgerald L.P. ("CFLP") to a charitable organization.

F2: Represents the number of shares of Class A Common Stock beneficially owned by CLFP after the gift by CLFP of the 200,000 shares of Class A Common Stock to the charitable organization on March 10, 2010. In addition, on March 10, 2010, 133,580 shares of Class A Common Stock were distributed by CFLP to a current partner of CFLP to satisfy certain of CFLP's deferred stock distribution obligations provided to such partner on April 1, 2008. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to deferred stock distribution obligations that CFLP is required to distribute to current and former CFLP partners is 22,847,952.

F3: The 6,892,550 shares of Class A Common Stock consist of (i) 388,812 shares of Class A Common Stock held by CF Group Management, Inc. ("CFGM"), (ii) 2,050,197 shares of Class A Common Stock represented by deferred stock distributions receivable by CFGM, (iii) 358,977 shares of Class A Common Stock held by CFLP, (iv) 175,589 shares of Class A Common Stock held by a trust for the benefit of the descendants of the reporting person, of which the reporting person's spouse is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (v) 1,610,182 shares of Class A Common Stock represented by deferred stock distributions receivable by the Trust, (Continue to footnote 3)

F4: (vi) 23,780 shares of Class A Common Stock represented by deferred stock distributions receivable by the reporting person's spouse, (vii) 2,048,000 shares of Class A Common Stock represented by deferred stock distributions receivable by KBCR Management Partners, LLC ("KBCR") and (vii) 237,013 shares of Class A Common Stock held in the reporting person's 401(k) account.

F5: CFGM is the Managing General Partner of CFLP and the reporting person is the President and sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP and the reporting person is the managing member of KBCR. 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 Securities Exchange Act of 1934 or for any other purpose.

F6: On March 16, 2010, CFLP executed a subscription agreement (the "Subscription Agreement") pursuant to which it agreed to purchase from BGC Holdings, L.P. ("BGC Holdings"), a majority-owned subsidiary of the Company, up to $150 million aggregate principal amount of 8.75% Convertible Senior Notes due 2015 issued by BGC Holdings (the "Holdings Notes"). BGC Holdings will lend the proceeds of the Holdings Notes to the Company in exchange for like convertible notes issued by the Company (the "Company Notes"). Pursuant to the Subscription Agreement, the reporting person and/or his related designees may purchase up to $25 million aggregate principal amount of the Holdings Notes from BGC Holdings. The purchase of the Holdings Notes is expected to close on or about April 1, 2010. The Holdings Notes and the Company Notes will mature on April 15, 2015, unless earlier repurchased or converted.

F7: Pursuant to their terms, the Holdings Notes and the Company Notes are convertible as follows: (i) the Holdings Notes are convertible into either (A) a like principal amount of Company Notes, or (B) an aggregate of 21,398,003 BGC Holdings exchangeable limited partnership interests at a conversion rate of 142.6534 interests per $1,000 principal amount of Holdings Notes, equivalent to a conversion price of $7.01 per interest (such limited partnership interests are themselves exchangeable for a like number of shares of Class A Common Stock, subject to adjustment), and (ii) the Company Notes are convertible into an aggregate of 21,398,003 shares of Class A Common Stock at a conversion rate of 142.6534 shares of Class A Common Stock per $1,000 principal amount of Company Notes, equivalent to a conversion price of $7.01 per share. (Continued in footnote 8)

F8: The Holdings Notes and the Company Notes are convertible at any time until the close of business on the second trading day of the Class A Common Stock immediately preceding the maturity date.

F9: The conversion price of the Holdings Notes into BGC Holdings exchangeable limited partnership interests and the conversion price of the Company Notes into shares of Class A Common Stock are subject to customary adjustments upon certain corporate events, including payment of dividends and stock splits on the Class A Common Stock, but will not be adjusted for accrued and unpaid interest to the conversion date.