BGC Group, Inc. — Director's Dealing 2011

Feb 17, 2011

SEC Form 4/A — Form 4/A

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2010-11-17

Reporting Person: CANTOR FITZGERALD, L. P. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-17	BGC Holdings Exchangeable Limited Partnership Interests	$	A	1489338	Acquired		Class A or Class B Common Stock, par value $0.01 per share (1489338)	Direct

Footnotes

F1: Cantor Fitzgerald, L.P. ("CFLP") is amending Table II in the Form 4 originally filed on November 19, 2010 for the purpose of correcting the number of BGC Holdings, L.P. ("BGC Holdings") exchangeable limited partnership interests (the "Interests") acquired by CFLP on November 17, 2010 and the resulting number of Interests owned by CFLP following the reported transaction.

F2: The exchange rights with respect to the Interests owned by CFLP are exercisable at any time for shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of BGC Partners, Inc. ("BGC Partners") (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock, shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of BGC Partners) on a one-for-one basis (subject to adjustment). 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.

F3: Exempt acquisition of Interests from BGC Holdings pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Agreement of Limited Partnership of BGC Holdings, as amended and restated as of March 31, 2008 (as further amended from time to time).

F4: Represents 1,489,338 Interests purchased from BGC Holdings as a result of redemptions of units of founding partners at an aggregate purchase price of $5,320,093.

F5: Does not include exchange rights with respect to 18,583,026 Interests assumed in previous reports to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to CFLP's deferred stock distribution obligations is 19,363,672, which is assumed to be funded with 780,646 shares of Class A Common Stock acquired upon exercise of exchange rights with respect to 780,646 Interests on May 28, 2010 and the future exercise of exchange rights with respect to the 18,583,026 Interests.