0001193125-23-043122 POS AM 1 20230221 20230221 BGC Partners, Inc. 0001094831 6200 134063515 DE 1231 POS AM 33 333-249567 23645757 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 POS AM 1 d454168dposam.htm POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 Registration No. 333-249567 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BGC PARTNERS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-4063515 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 499 Park Avenue New York, New York 10022 (212) 610-2200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Stephen M. Merkel Executive Vice President and General Counsel BGC Partners, Inc. 499 Park Avenue New York, New York 10022 (212) 610-2200 Fax: (212) 829-4708 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leland S. Benton Howard A. Kenny Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 Fax: (212) 309-6001 Approximate date of commencement of proposed sale to the public: Not applicable. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ? If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ? If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ? If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ? Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934: Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller reporting company ? Emerging growth company ? If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ? The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 is being filed to deregister securities that were registered under the registration statement on Form S-3 (File No. 333-249567) filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2020 (the “Registration Statement”) by BGC Partners, Inc., a Delaware corporation (“BGC”), and declared effective by the SEC on October 28, 2020. The Registration Statement was filed to register the offer and sale by affiliates of BGC, in connection with market-making transactions, of an indeterminate amount of BGC’s: (i) 5.375% Senior Notes due 2023 (the “2023 Notes”), (ii) 3.750% Senior Notes due 2024 (the “2024 Notes”), and (iii) 4.375% Senior Notes due 2025 (collectively with the 2023 Notes and the 2024 Notes, the “Securities”). The offerings of the Securities pursuant to the Registration Statement have been terminated, and BGC hereby removes from registration under the Registration Statement all of the Securities registered under the Registration Statement. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, BGC Partners, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on February 21, 2023. BGC PARTNERS, INC. /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Chairman of the Board and Chief Executive Officer No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act. [Signature Page to Post-Effective Amendment No. 1 to the BGC Partners, Inc. Market-Making Registration Statement for the 2023 Notes, 2024 Notes and 2025 Notes]