<SUBMISSION>
<ACCESSION-NUMBER>0001104659-24-013548
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20240212
<DATE-OF-FILING-DATE-CHANGE>20240212
<GROUP-MEMBERS>DAVID ROSEN
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>BGC Group, Inc.
<CIK>0001094831
<ASSIGNED-SIC>6200
<ORGANIZATION-NAME>02 Finance
<IRS-NUMBER>863748217
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
<ACT>34
<FILE-NUMBER>005-57435
<FILM-NUMBER>24617229
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>499 PARK AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>212-610-2200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>499 PARK AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BGC Partners, Inc.
<DATE-CHANGED>20080404
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ESPEED INC
<DATE-CHANGED>19990913
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>Rubric Capital Management LP
<CIK>0001687509
<ORGANIZATION-NAME>
<IRS-NUMBER>300934659
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>155 EAST 44TH ST, SUITE 1630
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
<PHONE>2124181881
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>155 EAST 44TH ST, SUITE 1630
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>tm245464d3_sc13ga.htm
<DESCRIPTION>SC 13G/A
<TEXT>





                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549




                                    SCHEDULE 13G/A




                       Under the Securities Exchange Act of 1934

                                  (Amendment No. 1)*

                                    BGC Group, Inc.
                                   (Name of Issuer)

                    Class A Common Stock, $0.01 par value per share
                            (Title of Class of Securities)

                                       088929104
                                    (CUSIP Number)

                                   December 31, 2023
                (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)






*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)









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

                 5      SOLE VOTING POWER
                        0

 NUMBER OF       6      SHARED VOTING POWER
   SHARES
BENEFICIALLY            20,000,000 shares of Class A Common Stock
  OWNED BY
    EACH         7      SOLE DISPOSITIVE POWER
 REPORTING              0
PERSON WITH
                 8      SHARED DISPOSITIVE POWER

                        20,000,000 shares of Class A Common Stock

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,000,000 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)
             5.17%

     12      TYPE OF REPORTING PERSON
             PN, IA










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

                 5      SOLE VOTING POWER
                        0

 NUMBER OF       6      SHARED VOTING POWER
   SHARES
BENEFICIALLY            20,000,000 shares of Class A Common Stock
  OWNED BY
    EACH         7      SOLE DISPOSITIVE POWER
 REPORTING              0
PERSON WITH
                 8      SHARED DISPOSITIVE POWER

                        20,000,000 shares of Class A Common Stock

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,000,000 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)
             5.17%

     12      TYPE OF REPORTING PERSON
             IN










CUSIP No. 088929104 13G/A Page 4 of 7 Pages







Item 1(a). NAME OF ISSUER:

           The name of the issuer is BGC Group, Inc. (the "Issuer").




Item 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             The Issuer's principal executive offices are located at 499 Park
             Avenue, New York, NY 10022.




Item 2(a).   NAME OF PERSON FILING:

             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).   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

             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).   CITIZENSHIP:

             Rubric Capital is a Delaware limited partnership. Mr. Rosen is a
             citizen of the United States of America.




Item 2(d).   TITLE OF CLASS OF SECURITIES:

             Class A Common stock, $0.01 par value per share (the "Class A Common
             Stock").




Item 2(e). CUSIP NUMBER:

           088929104










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.      OWNERSHIP.

             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 386,790,893 shares of Class A
             Common Stock outstanding as of November 7, 2023, as reported in the
             Issuer's Quarterly Report on Form 10-Q for the quarterly period
             ended September 30, 2023 filed with the Securities and Exchange
             Commission on November 9, 2023.




Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

        Not applicable.




Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

        See Item 2.




Item 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

             Not applicable.










CUSIP No. 088929104 13G/A Page 6 of 7 Pages





Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

        Not applicable.




Item 9. NOTICE OF DISSOLUTION OF GROUP.

        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.










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: February 12, 2024



RUBRIC CAPITAL MANAGEMENT LP

By:   /s/ Michael Nachmani
Name: Michael Nachmani
Title: Chief Operating Officer

/s/ David Rosen
DAVID ROSEN
</TEXT>
</DOCUMENT>
</SUBMISSION>