BGC Group, Inc. — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2016-02-24

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	BGC Holdings Exchangeable PSU Limited Partnership Interests	$	A	1040760	Acquired		Class A Common Stock, par value $0.01 per share (1040760)	Direct
2016-02-24	BGC Holdings Exchangeable PPSU Limited Partnership Interests	$	A	851531	Acquired		Class A Common Stock, par value $0.01 per share (851531)	Direct

Footnotes

F1: On February 24, 2016, the reporting person was granted 1,040,760 exchange rights with respect to 1,040,760 non-exchangeable PSU limited partnership interests in BGC Holdings, L.P. ("BGC Holdings") and 851,531 exchange rights with respect to 851,531 non-exchangeable PPSU limited partnership interests in BGC Holdings. The resulting 1,040,760 exchangeable PSU limited partnership interests in BGC Holdings and the 851,531 exchangeable PPSU limited partnership interests in BGC Holdings are exchangeable by the reporting person at any time for shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock") of BGC Partners, Inc. (the "Company") on a one-for-one basis (subject to adjustment). These grants of exchange rights with respect to such limited partnership interests do not impact the fully-diluted share count of the Company and the reporting person does not currently expect to exchange such limited partnership interests.