0001437749-23-009075 4 1 20220302 20230403 20230403 Windeatt Sean A 0001450108 4 34 000-28191 23792749 C/O BGC PARTNERS, INC. 499 PARK AVENNUE 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 Windeatt Sean A 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 3/2/2022 Chief Operating Officer (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. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Beneficial Date, if (Instr. 3, 4 and Owned Indirect (I) Ownership any 5) Following (Instr. 4) (Instr. 4) Reported Transaction(s) (Instr. 3 and 4) (A) or Code V Amount (D) Price Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion 3. Trans. Date 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and Expiration 7. Title and Amount of 8. Price of 9. Number of 10. 11. Nature Derivate Security or Exercise Execution Code Derivative Securities Date Securities Underlying Derivative derivative Ownership of (Instr. 3) Price of Date, if (Instr. 8) Acquired (A) or Derivative Security Security Securities Form of Indirect Derivative any Disposed of (D) (Instr. 3 and 4) (Instr. 5) Beneficially Derivative Beneficial Security (Instr. 3, 4 and 5) Owned Security: Ownership Following Direct (D) (Instr. 4) Reported or Transaction(s) Indirect (Instr. 4) (I) Date Amount or (Instr. 4) Exercisable Expiration Date Title Number of Code V (A) (D) Shares BGC Holdings Class A Exchangeable Common Stock, Limited Partnership (1) (2) 3/2/2022 A 135,514 (1) (2) (1) (2) par value (1) (2) (1) (2) 135,514 D Interests $0.01 per share Explanation of Responses: (1) On March 2, 2020, BGC Partners, Inc. (the "Company") granted the reporting person 135,514 non-exchangeable limited partnership interests (the "2020 Grant") of BGC Holdings, L.P. ("BGC Holdings"). Pursuant to the exchange rights schedule of the 2020 Grant, on March 2, 2022, the 135,514 exchangeable limited partnership interests of BGC Holdings became immediately exchangeable by the reporting person (the "2022 Exchange Rights Grant") for an aggregate of 135,514 shares of Class A common stock, par value $0.01 per share, of the Company ("Class A Common Stock"). As timely reported and described in the reporting person's Form 4 filed on August 15, 2022, on August 11, 2022, the Company repurchased all of such 135,514 exchangeable limited partnership interests held by the reporting person at a price of $4.08 (the "2022 Repurchase"), the closing price of shares of Class A Common Stock on August 11, 2022. The 2022 Exchange Rights Grant is being reported late at this time due to an (2) (continued from footnote 1) inadvertent administrative delay. The 2020 Grant and the 2022 Repurchase were each approved by the Compensation Committee of the Board of Directors of the Company and were exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Windeatt Sean A C/O BGC PARTNERS, INC. Chief Operating Officer 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Sean A. Windeatt 4/3/2023 ** 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. 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