0001437749-23-010552 4 1 20230416 20230418 20230418 CF GROUP MANAGEMENT INC 0001251145 4 34 000-28191 23826930 135 EAST 57TH ST NEW YORK NY 10022 BGC Partners, Inc. 0001094831 6200 134063515 DE 1231 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 4 1 rdgdoc.xml FORM 4 FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to CF GROUP MANAGEMENT INC BGC Partners, Inc. [ BGCP Issuer (Check all ] applicable) __X__ Director _____ 10% Owner _____ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) __X__ Other 499 PARK AVENUE Transaction (MM/DD/YYYY) (specify below) 4/16/2023 Managing General Partner CFLP (Street) 4. If Amendment, Date 6. Individual or NEW YORK, NY 10022 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Rule 10b5-1(c) Transaction Indication ? Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Beneficial Date, if (Instr. 3, 4 and Owned Indirect (I) Ownership any 5) Following (Instr. 4) (Instr. 4) Reported Transaction(s) (Instr. 3 and 4) (A) or Code V Amount (D) Price Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of 8. Price of 9. Number of 10. 11. Nature of Security Conversion Execution (Instr. 8) Securities Acquired (A) or and Expiration Date Securities Underlying Derivative derivative Ownership Indirect (Instr. 3) or Exercise Date, if Disposed of (D) Derivative Security Security Securities Form of Beneficial Price of any (Instr. 3, 4 and 5) (Instr. 3 and 4) (Instr. 5) Beneficially Owned Derivative Ownership Derivative Following Reported Security: (Instr. 4) Security Transaction(s) Direct (D) (Instr. 4) or Indirect (I) (Instr. 4) Date Expiration Amount or Exercisable Date Title Number of Code V (A) (D) Shares Class A or BGC Holdings Class B Common Exchangeable Limited (2) 4/16/2023 A (1) 619,532 (3) (2) (2) Stock, par 619,532 (2) (3) 58,224,942 (4) I See Partnership value $0.01 footnote (5) Interests (1) per share (2) Explanation of Responses: (1) On April 16, 2023, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 619,532 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"). (2) The exchange rights with respect to the 619,532 Interests are currently exercisable at any time for an aggregate of 619,532 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 619,532 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. (3) Includes 533,757 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 533,757 non-exchangeable founding partner units for an aggregate consideration of $1,051,080, and 85,775 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement for an aggregate consideration of $173,154 as a result of the exchange of 85,775 exchangeable founding partner units. (4) 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. (5) CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF GROUP MANAGEMENT INC Managing General Partner 499 PARK AVENUE X CFLP NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 4/18/2023 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.