BGC Group, Inc.

Major Shareholding Notification • Feb 10, 2023

SC 13G 1 tm235947d2_sc13g.htm SC 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

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Under the Securities Exchange Act of 1934

(Amendment No. )*

| BGC
Partners, Inc. | |
| --- | --- |
| (Name of Issuer) | |
| Class
A Common Stock, $ 0.01 par value per share | |
| (Title of Class of Securities) | |
| 05541T101 | |
| (CUSIP Number) | |
| December
31, 2022 | |
| (Date of event which requires filing of this
statement) | |
| Check the appropriate box to designate the rule
pursuant to which this Schedule 13G is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

(Page 1 of 8 Pages)

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CUSIP No. 05541T101 13G Page 2 of 8 Pages

| 1 | NAMES
OF REPORTING PERSONS Rubric Capital Management
LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION State of Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 18,250,000 shares of Class A Common Stock |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 18,250,000 shares of Class A Common Stock |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,250,000 shares of Class A Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.64% | |
| 12 | TYPE
OF REPORTING PERSON PN, IA | |

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CUSIP No. 05541T101 13G Page 3 of 8 Pages

| 1 | NAMES
OF REPORTING PERSONS David Rosen | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 18,250,000 shares of Class A Common Stock |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 18,250,000 shares of Class A Common Stock |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,250,000 shares of Class A Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.64% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

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CUSIP No. 05541T101 13G Page 4 of 8 Pages

Item 1(a).
The name of the issuer is BGC Partners,
Inc. (the " Issuer ").

Item 1(b).
The Issuer's principal executive offices
are located at 499 Park Avenue, New York, NY 10022

Item 2(a).
This statement is filed by:
(i)	Rubric Capital Management LP (" Rubric
Capital "), the investment adviser to certain investment funds and/or accounts (collectively, the " Rubric Funds ")
that hold the shares of Class A Common Stock (as defined in Item 2(d) below) reported herein; and
(ii)	David Rosen (" Mr. Rosen "), Managing Member of Rubric Capital Management GP LLC,
the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting
Persons ."
The filing of this statement should not be construed as an admission that any of the
forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported
herein.

Item 2(b).
The address of the principal business office of each of the Reporting Persons is 155 East 44th St,
Suite 1630, New York, NY 10017.

Item 2(c).
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the
United States of America.

Item 2(d).
Class A Common stock, $0.01 par value per share (the " Class
A Common Stock ").

Item 2(e).
05541T101

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CUSIP No. 05541T101 13G Page 5 of 8 Pages

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined
in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under
Section 8 of the Investment Company Act of 1940,
(e)	x	An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment
Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	x	Parent Holding Company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section
3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover page for each of the
Reporting Persons is based on the 323,862,252 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer's
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 1, 2022. |

Item 5.
Not applicable.

Item 6.
See Item 2.

Item 7.
Not applicable.

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CUSIP No. 05541T101 13G Page 6 of 8 Pages

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

| Each of the Reporting Persons hereby makes the following certification: |
| --- |
| By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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CUSIP No. 05541T101 13G Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 10, 2023

RUBRIC CAPITAL MANAGEMENT LP
By:	/s/ Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

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CUSIP No. 05541T101 13G Page 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 10, 2023

RUBRIC CAPITAL MANAGEMENT LP
By:	/s/ Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

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