BGC Group, Inc. — Director's Dealing 2018

Nov 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2018-11-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-23	Class A Common Stock, par value $0.01 per share	C	10323366	—	Disposed	0	Indirect
2018-11-23	Class B Common Stock, par value $0.01 per share	C	10323366	—	Acquired	45122728	Indirect
2018-11-23	Class A Common Stock, par value $0.01 per share	C	712907	—	Disposed	2210872	Direct
2018-11-23	Class B Common Stock, par value $0.01 per share	C	712907	—	Acquired	761652	Direct

Footnotes

F1: Pursuant to the Exchange Agreement, dated as of June 5, 2015, by and among BGC Partners, Inc. ("BGC"), Cantor Fitzgerald, L.P. ("CFLP"), CF Group Management, Inc. ("CFGM") and the other parties thereto (the "Exchange Agreement"), on November 23, 2018, CFLP exchanged 10,323,366 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of BGC, on a one-for-one basis, for 10,323,366 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of BGC, in a transaction exempt pursuant to Rule 16b-3 and Rule 16b-6(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. This transaction does not impact the fully diluted share count of BGC.

F2: Pursuant to the Exchange Agreement, on November 23, 2018, CFGM exchanged 712,907 shares of Class A common stock, on a one-for-one basis, for 712,907 shares of Class B common stock, in a transaction exempt pursuant to Rule 16b-3 and Rule 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. This transaction does not impact the fully diluted share count of BGC.

F3: CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all shares held by CFLP 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.