BGC Group, Inc. — Director's Dealing 2015

Mar 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2015-01-30

Reporting Person: MERKEL STEPHEN M (EVP, General Counsel and Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-30	Class A Common Stock, par value $0.01 per share	D	16354	$7.83	Disposed	119166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-30	BGC Holdings Exchangeable PSU Limited Partnership Interests	$	A	78571	Acquired		Class A Common Stock, par value $.0.01 per share (78571)	Direct
2015-03-04	BGC Holdings Exchangeable PSU Limited Partnership Interests	$	D	78571	Disposed		Class A Common Stock, par value $.0.01 per share (78571)	Direct
2015-01-30	BGC Holdings Exchangeable PPSU Limited Partnership Interests	$	A	64286	Acquired		Class A Common Stock, par value $.0.01 per share (64286)	Direct
2015-03-04	BGC Holdings Exchangeable PPSU Limited Partnership Interests	$	D	64286	Disposed		Class A Common Stock, par value $.0.01 per share (64286)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	14966	Indirect
Class A Common Stock, par value $0.01 per share	2250	Indirect

Footnotes

F1: Represents shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. (the "Company"), which were sold by the Reporting Person to the Company in an exempt transaction pursuant to Rule 16b-3 of the Securities and Exchange Act of 1934, as amended.

F2: Represents shares of Class A Common Stock held under the Company's 401(k) plan based on a plan statement dated as of February 27, 2015.

F3: The Reporting Person was granted 78,571 exchange rights with respect to 78,571 non-exchangeable PSU limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were originally granted to the Reporting Person in 2014. The resulting 78,571 exchangeable PSU limited partnership interests of BGC Holdings were immediately exchangeable by the Reporting Person for 78,571 shares of the Company's Class A Common Stock.

F4: On March 4, 2015, the Reporting Person sold to the Company 78,571 exchangeable PSU limited partnership interests of BGC Holdings for an aggregate cash payment of $694,829.95, 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 February 2015, less 2%.

F5: The Reporting Person was granted 64,286 exchange rights with respect to 64,286 non-exchangeable PPSU limited partnership interests of BGC Holdings that were originally granted to the Reporting Person in 2014. The resulting 64,286 exchangeable PPSU limited partnership interests of BGC Holdings were immediately exchangeable by the Reporting Person for 64,286 shares of the Company's Class A Common Stock.

F6: On March 4, 2015, the Reporting Person sold to the Company 64,286 exchangeable PPSU limited partnership interests of BGC Holdings for an aggregate cash payment of $588,216.90, based on the closing price of the Company's Class A Common Stock on December 31, 2014.