BGC Group, Inc. — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2019-03-01

Reporting Person: Lynn Shaun D (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	BGC Holdings Exchangeable Limited Partnership Interests	$	D	750308	Disposed		Class A Common Stock, par value $0.01 per share (750308)	Direct

Footnotes

F1: On December 31, 2018, BGC Partners, Inc. (the "Company") granted the reporting person 750,308 exchange rights with respect to 750,308 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 750,308 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person for an aggregate of 750,308 shares of Class A common stock, par value $0.01 per share, of the Company (the "Class A common stock"). The grant was approved by the Compensation Committee of the Board of Directors of the Company and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F2: On March 1, 2019, the Company repurchased 677,152 of such 750,308 exchangeable limited partnership interests held by Mr. Lynn at the average price of shares of Class A common stock sold under the Company's controlled equity offering from February 25, 2019 to March 1, 2019 less 1% ($6.1090 per limited partnership interest, for an aggregate purchase price of approximately $4,136,700). In connection with such repurchase, the remaining 73,156 of such 750,308 exchangeable limited partnership interests held by Mr. Lynn were redeemed for zero. The transactions were approved by the Compensation Committee of the Board of Directors of the Company and are exempt pursuant to Rule 16b-3 under the Exchange Act.