BGC Group, Inc. — Director's Dealing 2014

Apr 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2013-07-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-30	Class A Common Stock, par value $0.01 per share	A	3905654	—	Acquired	12879375	Direct
2013-07-30	Class A Common Stock, par value $0.01 per share	F	851686	$6.29	Disposed	12027689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-30	BGC Holdings Exchangeable PSU Limited Partnership Interestes	$	M	2449312	Disposed		Class A common stock, par value $0.01 per share (2449312)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	9418261	Indirect

Footnotes

F1: Represents 3,905,654 shares of BGC Partners, Inc. (the "Company") Class A common stock, par value $0.01 per share (the "Class A common stock"), acquired by the reporting person from the Company in an exempt transaction pursuant to Section 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Of these 3,905,654 shares, 2,449,312 shares were acquired upon the exchange of exchangeable limited partnership interests in BGC Holdings, L.P. ("Interests"), which were exercisable at any time for shares of Class A common stock on a one-for-one basis (subject to adjustment). An aggregate of 2,818,611 shares were subsequently transferred by the reporting person to the reporting person's personal asset trust (the "personal asset trust").

F2: The 9,418,261 shares of Class A Common Stock consist of (i) 388,812 shares held by CF Group Management, Inc. ("CFGM"), (ii) 2,210,872 shares represented by deferred stock distributions receivable by CFGM (consisting of 2,050,197 shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 (the "April 2008 deferred stock distribution obligations") and 160,675 shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012 (the "February 2012 deferred stock distribution obligations"), (continued on footnote 3)

F3: (iii) 2,481,467 shares of Class A common stock held in various trust, retirement and custodial accounts ((A) 1,464,312 shares held in the reporting person's personal asset trust (plus the 2,818,611 shares referred to in footnote 1 above), (B) 232,657 shares held by a trust (the "Trust") for the benefit of the descendants of the reporting person and his immediate family, 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, (C) 138,841 shares held in a Keogh retirement account for the reporting person, (D) 604,916 shares held by trust accounts for the benefit of the reporting person and members of his immediate family, (E) 27,832 shares held in other retirement accounts, and (F) 12,909 shares held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act) (continue to footnote 4);

F4: (iv) 1,610,182 shares represented by April 2008 deferred stock distribution obligations receivable by the Trust, (v) 26,052 shares represented by deferred stock distributions receivable by the reporting person's spouse (consisting of 23,780 shares subject to April 2008 deferred stock distribution obligations and 2,272 shares subject to February 2012 deferred stock distribution obligations), (continued in footnote 5)

F5: (vi) 2,335,967 shares represented by deferred stock distributions receivable by KBCR Management Partners, LLC ("KBCR") (consisting of 2,048,000 shares subject to April 2008 deferred stock distribution obligations and 287,967 shares subject to February 2012 deferred stock distribution obligations, and (vii) 364,909 shares held in the reporting person's 401(k) account as of March 31, 2014.

F6: Does not include an aggregate of 3,316,176 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to Interests, because such aggregate 3,316,176 shares of Class A Common Stock were assumed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations.