0001437749-23-032336 4 1 20231114 20231116 20231116 Bell Linda A 0001583060 4 34 001-35591 231414672 C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK NY 10022 BGC Group, Inc. 0001094831 6200 863748217 1231 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 BGC Partners, Inc. 20080404 ESPEED INC 19990913 4 1 rdgdoc.xml BELL - FORM 4 FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer 3235-0287 subject to Estimated Section 16. Form average burden 4 or Form 5 hours per obligations may response... 0.5 continue. See Instruction 1(b). ? Check this box UNITED STATES SECURITIES AND EXCHANGE COMMISSION to indicate that Washington, D.C. 20549 a transaction STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF was made SECURITIES 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. 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 Bell Linda A BGC Group, Inc. [ BGC ] Issuer (Check all applicable) __X__ Director _____ (Last) (First) (Middle) 3. Date of Earliest 10% Owner C/O BGC GROUP, INC., 499 PARK Transaction (MM/DD/YYYY) _____ Officer (give title AVENUE 11/14/2023 below) _____ Other (specify below) (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 (City) (State) (Zip) than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code or Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned or 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 11/14/2023 A 7,874 (1) A $0 43,278 (2) (3) D 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) The 7,874 shares of Class A Common Stock are represented by 7,874 restricted stock units ("RSUs") granted under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 7,874 RSUs, (i) 3,937 RSUs will vest on November 14, 2024, and (ii) 3,937 RSUs will vest on November 14, 2025, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates. (2) Also includes 18,594 RSUs granted pursuant to the BGC Group, Inc. Long Term Incentive Plan of which 6,631 RSUs will vest on December 30, 2023, 6,632 RSUs will vest on December 30, 2024, and 5,331 RSUs which will vest on November 22, 2023, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates. (3) Also includes 16,810 shares of Class A Common Stock held directly. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bell Linda A C/O BGC GROUP, INC. X 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Linda A. Bell 11/16/2023 ** 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.