BGC Group, Inc. — Director's Dealing 2015

Dec 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2015-11-04

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-04	BGC Holdings Exchangeable Limited Partnership Interests	$	A	1775481	Acquired		Class A or Class B Common Stock, par value $0.01 per share (1775481)	Direct

Footnotes

F1: On November 4, 2015, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 1,775,481 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt 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, the "BGC Holdings Agreement").

F2: The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (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) 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: Includes 588,356 Interests purchased from BGC Holdings as a result of the redemption of 588,356 non-exchangeable founding partner units, and 1,221,285 Interests purchased from BGC Holdings pursuant to the Sixth Amendment of the BGC Holdings Agreement as a result of the exchange of 1,221,285 non-exchangeable founding partner units, at an aggregate purchase price of $6,572,742.

F4: As of the date of this report, an aggregate of 15,860,838 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) 14,064,735 shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 and (ii) 1,796,103 shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012.

F5: Does not include exchange rights with respect to an aggregate of 15,860,838 Interests assumed to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.

F6: As of the date of this report, CFLP held an aggregate of 50,558,414 Interests.