BGC Group, Inc. — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2011-12-30

Reporting Person: Lynn Shaun D (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	BGC Holdings Exchangeable PSU Limited Partnership Interests	$	A	565178	Acquired		Class A Common Stock, par value $0.01 per share (565178)	Direct
2011-12-30	BGC Holdings Exchangeable Founding Partner Interests	$	D	938000	Disposed		Class A Common Stock, par value $0.01 per share (938000)	Direct

Footnotes

F1: On December 30, 2011, the reporting person was granted 565,178 exchange rights with respect to 565,178 non-exchangeable PSU limited partnership interests of BGC Holdings that were originally granted to the reporting person in 2010. The resulting 565,178 exchangeable PSU limited partnership interests of BGC Holdings are immediately exchangeable by the reporting person for 565,178 shares of the Class A Common Stock.

F2: On December 30, 2011, the reporting person sold to the Company 938,000 exchangeable Founding Partner Interests of BGC Holdings for an aggregate cash payment of $5,783,674, based on the weighted-average price received by the Company for a share of the Class A Common Stock in the Company's controlled equity offering for the month of January 2012, less 2%.