0000929638-23-001927 4 1 20230701 20230703 20230703 Windeatt Sean A 0001450108 4 34 001-35591 231065794 C/O BGC PARTNERS, INC. 499 PARK AVENNUE 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 form4.xml 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 Group, Inc. [ BGC ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O BGC GROUP, INC., 499 PARK Transaction (MM/DD/YYYY) (specify below) AVENUE 7/1/2023 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. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code of (D) Securities Direct (D) or Indirect Execution (Instr. 8) (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 7/1/2023 A 1,328,986 A (1) (2) (3) 1,328,986 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) On July 1, 2023, BGC Partners, Inc. ("BGC Partners"), along with certain other affiliated entities, completed its corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023. Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and each non-exchangeable unit of BGC Holdings, L.P. outstanding as of immediately prior to the Corporate Conversion was converted into the right to receive an equity award denominated in cash and/or equity of BGC Group in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The transactions reported herein were approved by the Board of Directors of BGC Group and the Compensation Committee thereof. (2) Consists of restricted stock awards ("RSAs") granted pursuant to the BGC Group, Inc. Long Term Incentive Plan, which represent a contingent right to receive one share of Class A common stock, par value $0.01 per share, of BGC Group ("Class A Common Stock"), for each RSA. Includes (i) 239,990 RSAs that will vest on April 1, 2025 provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement; (ii) 158,449 RSAs that will vest on April 1, 2024, provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement; (iii) 673,570 RSUs that will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date; (3) (Continued from footnote 2) and (iv) 256,977 RSUs that will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon BGC Group generating at least $5 million in revenue for the quarter in which the vesting occurs. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Windeatt Sean A C/O BGC GROUP, INC. Chief Operating Officer 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Sean A. Windeatt 7/3/2023 ** 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. 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.