BGC Group, Inc. — Director's Dealing 2023

Sep 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Group, Inc. (BGC)
CIK: 0001094831
Period of Report: 2023-07-10

Reporting Person: Windeatt Sean A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-10	Class A Common Stock, par value $0.01 per share	F	245701	$4.45	Disposed	1083284	Direct
2023-09-21	Class A Common Stock, par value $0.01 per share	D	474808	$5.29	Disposed	608476	Direct

Footnotes

F1: The reported transaction involved the surrender to BGC Group, Inc. (the "Company") of 245,701 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), issuable upon the accelerated vesting of 720,509 restricted stock units which each represent a contingent right to receive one share of Class A Common Stock ("RSUs") granted under the Company's Long Term Incentive Plan (the "LTIP"), due to the amendment of the reporting persons employment arrangements, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and the shares were withheld for taxes. The accelerated vesting of the RSUs was not a reportable event, but the surrender is being reported late at this time due to an inadvertent administrative delay.

F2: On September 21, 2023, the reporting person sold 474,808 shares of Class A Common Stock, to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $5.29 was the closing price of a share of Class A Common Stock on September 21, 2023. The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company's stock buyback authorization.

F3: Includes 210,037 RSUs granted under the LTIP that will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon BGC Group generating at least $5 million in revenue for the quarter in which the vesting occurs.