BGC Group, Inc.

Major Shareholding Notification • Nov 13, 2024

SC 13G/A 1 tm2427812d4_sc13ga.htm SC 13G/A

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| SECURITIES
AND EXCHANGE COMMISSION | |
| --- | --- |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment
No. 2)* | |
| BGC
Group, Inc. | |
| (Name
of Issuer) | |
| Class A
Common Stock, $ 0.01 par value per share | |
| (Title
of Class of Securities) | |
| 088929104 | |
| (CUSIP
Number) | |
| September 30, 2024 | |
| (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) |
| (Page 1
of 7 Pages) | |

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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)

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CUSIP No. 088929104 13G/A Page 2 of 7 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 16,972,580 shares of Class A Common Stock |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 16,972,580 shares of Class A Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 16,972,580 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) 4.50% | |
| 12 | TYPE OF REPORTING PERSON PN, IA | |

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CUSIP No. 088929104 13G/A Page 3 of 7 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 16,972,580 shares of Class A Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 16,972,580 shares of Class A Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 16,972,580 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) 4.50%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 088929104 13G/A Page 4 of 7 Pages

Item 1(a).
The name of the issuer is BGC Group, 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).
088929104

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CUSIP No. 088929104 13G/A Page 5 of 7 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 377,150,506 shares of Class A
Common Stock outstanding as of August 7, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2024 filed with the Securities and Exchange Commission on August 8, 2024. |

Item 5.
If this statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6.
See Item 2.

Item 7.
Not applicable.

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CUSIP No. 088929104 13G/A Page 6 of 7 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. 088929104 13G/A Page 7 of 7 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: November 13, 2024

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

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