BGC Group, Inc. — Director's Dealing 2011

Mar 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2011-03-11

Reporting Person: LUTNICK HOWARD W (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-11	Class A Common Stock, par value $0.01 per share	P	600	$8.88	Acquired	6703690	Indirect
2011-03-11	Class A Common Stock, par value $0.01 per share	P	3444	$8.89	Acquired	6707134	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	10048091	Direct

Footnotes

F1: Represents the purchase of an aggregate 4,044 shares of BGC Partners, Inc. Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), by the reporting person's spouse for an individual retirement account held in her name.

F2: The 6,707,134 shares of Class A Common Stock consist of (i) 388,812 shares held by CF Group Management, Inc. ("CFGM"), (ii) 2,050,197 shares represented by deferred stock distributions receivable by CFGM, (iii) 175,589 shares held by a trust f/b/o 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"), (iv) 1,610,182 shares represented by deferred stock distributions receivable by the Trust, (v) 23,780 shares represented by deferred stock distributions receivable by the reporting person's spouse, (vi) 2,048,000 shares represented by deferred stock distributions receivable by KBCR Management Partners, LLC, (vii) 254,679 shares held in the reporting person's 401(k) account, (viii) 101,485 shares held in a Keogh retirement acocunt f/b/o the Reporting Person, (ix) 4,481 shares held in the reporting person's spouse's IRA, (continued in Footnote 3)

F3: (x) 23,671 shares held by trust accounts f/b/o the reporting person and members of his immediate family; (xi) 9,743 shares held in custodial accounts f/b/o certain members of the reporting person's family under the Uniform Gifts to Minors Act, and (xii) 16,515 shares held in the reporting person's IRA. Does not include 780,646 shares of Class A Common Stock acquired by Cantor Fitzgerald, L.P. ("CFLP") upon the previously reported exercise of exchange rights by CFLP with respect to 780,646 BGC Holdings, L.P. Exchangeable Limited Partnership Interests because such 780,646 shares were deemed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008.

F4: 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 shares 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 shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.