0001437749-23-015461 4 1 20230518 20230522 20230522 MERKEL STEPHEN M 0001251144 4 34 000-28191 23944445 C/O BGC PARTNERS, INC. 499 PARK AVENUE 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 MERKEL STEPHEN M BGC Partners, Inc. [ BGCP Issuer (Check all ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O BGC PARTNERS, INC., 499 PARK Transaction (MM/DD/YYYY) (specify below) AVENUE 5/18/2023 EVP and General Counsel (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. Trans. Date 2A. 3. Trans. Code 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed (Instr. 8) of (D) Securities Direct (D) or Indirect Execution (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock, par value $0.01 per 5/18/2023 A 256,627 (1) A (1) 346,993 D share Class A Common Stock, par value $0.01 per 5/18/2023 F (2) 60,102 (2) D $4.61 (2) 286,891 D share Class A Common Stock, By various par value $0.01 per 6,258 I trusts (3) share Class A Common Stock, By 401(k) par value $0.01 per 42,425 I Plan (4) share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) On May 18, 2023, BGC Partners, Inc. (the "Company") granted to the reporting person 256,627 shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), following the redemption of 256,627 non-exchangeable limited partnership interests of BGC Holdings, L.P. for zero. The grant was approved by the Compensation Committee of the Board of Directors of the Company and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transaction described in this footnote (1) was made in connection with the Company's corporate conversion transaction. (2) In connection with the transaction described in footnote (1) above, the reporting person surrendered to the Company an aggregate of 60,102 shares of Class A Common Stock in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act to pay taxes. (3) Represents shares of Class A Common Stock of the Company held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust. (4) Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of April 30, 2023. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERKEL STEPHEN M C/O BGC PARTNERS, INC. EVP and General Counsel 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Stephen M. Merkel 5/22/2023 ** 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.