BGC Group, Inc. — Director's Dealing 2015

Apr 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2015-04-13

Reporting Person: CF GROUP MANAGEMENT INC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-13	Class A Common Stock, par value $0.01 per share	A	24042599	—	Acquired	24042599	Indirect

Footnotes

F1: Acquired in connection with the conversion by Cantor Fitzgerald, L.P. ("CFLP") of $150,000,000 Senior Convertible Notes due 2015 (as adjusted for certain cash dividends paid by BGC Partners, Inc.). The issuance of these shares will have no impact on BGC Partners, Inc's fully diluted share count for distributable earnings because the issued shares were already included in the total.

F2: Does not include an aggregate of 1,281,970 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to 1,281,970 exchangeable limited partnership obligations, because such aggregate 1,281,970 shares of Class A Common Stock were assumed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations.

F3: CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose