0001193125-23-180438 POS AM 1 20230630 20230630 BGC Partners, Inc. 0001094831 6200 134063515 DE 1231 POS AM 33 333-167953 231062000 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 POS AM 1 d531119dposam.htm POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. 333-175034 Registration No. 333-167953 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-175034 FORM S-3 REGISTRATION STATEMENT NO. 333-167953 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, General Counsel and Assistant Corporate Secretary 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 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. ? -------------------------------------------------------------------------------- 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. 333-167953) filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2010 (the “2010 Registration Statement”) and declared effective by the SEC on October 12, 2010, and under the registration statement on Form S-3 (File No. 333-175034) filed with the SEC on June 6, 2011 and declared effective by the SEC on August 17, 2011 (collectively with the 2010 Registration Statement, the “Registration Statements”), in each case by BGC Partners, Inc., a Delaware corporation (“BGC”). The Registration Statements were filed to register the resale by certain stockholders of BGC of shares of its Class common stock (the “Securities”). The offerings of the Securities pursuant to the Registration Statements have been terminated, and BGC hereby removes from registration under the Registration Statements all of the unsold Securities registered under the Registration Statements. -------------------------------------------------------------------------------- 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on June 30, 2023. BGC PARTNERS, INC. /s/ Jason W. Hauf Name: Jason W. Hauf Title: Chief Financial Officer No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 under the Securities Act.