BGC Group, Inc. — Director's Dealing 2016

Sep 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2016-09-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-23	Class A Common Stock, par value $0.01 per share	J	93816	—	Acquired	2808943	Direct
2016-09-23	Class A Common Stock, par value $0.01 per share	J	2228860	—	Disposed	14252875	Indirect

Footnotes

F1: On September 23, 2016, Cantor Fitzgerald, L.P. ("CFLP") distributed to its partners pro rata an aggregate of 2,228,860 shares of BGC Partners, Inc. Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), which includes the 93,816 shares of Class A Common Stock referred to in the first row of Table I that were acquired by CF Group Management, Inc. ("CFGM") in a transaction exempt under Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares of Class A Common Stock distributed by CFLP are outstanding and do not impact the fully diluted share count of BGC Partners, Inc. The reporting person does not currently intend to sell these shares.

F2: These shares of Class A Common Stock are held by CFLP. CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such shares 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 shares for purposes of Section 16 of the Exchange Act or for any other purpose.