BGC Group, Inc. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Partners, Inc. (BGCP)
CIK: 0001094831
Period of Report: 2021-03-31

Reporting Person: CANTOR FITZGERALD, L. P. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	BGC Holdings Exchangeable Limited Partnership Interests	$	A	2768060	Acquired		Class A or Class B Common Stock, par value $0.01 per share (2768060)	Direct

Footnotes

F1: On March 31, 2021, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 2,768,060 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "BGC Holdings Agreement").

F2: The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock) on a one-for-one basis (subject to adjustment). The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

F3: Includes 1,149,684 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement as a result of the redemption of 1,149,684 non-exchangeable founding partner units for an aggregate consideration of $2,104,433, and 1,618,376 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement for an aggregate consideration of $3,040,411 as a result of the exchange of 1,618,376 non-exchangeable founding partner units.

F4: Includes Interests that may have to be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.