0001437749-24-000367 4 1 20240102 20240103 20240103 MERKEL STEPHEN M 0001251144 4 34 001-35591 24506358 C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK NY 10022 BGC Group, Inc. 0001094831 6200 02 Finance 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 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 MERKEL STEPHEN M 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 1/2/2024 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 (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 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code Acquired (A) or Securities Form: Direct (D) Indirect Execution (Instr. 8) Disposed of (D) Beneficially or Indirect (I) Beneficial Date, if (Instr. 3, 4 and 5) Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class A Common Stock, par value 1/2/2024 S 136,891 D (1) 9,618 (2) D $0.01 per share Class A Common By various Stock, par value 6,258 I trusts (3) $0.01 per share Class A Common By 401(k) Stock, par value 60,071 I Plan (4) $0.01 per 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 January 2, 2024, the reporting person sold 136,891 shares of BGC Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock") to the Company in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1936, as amended. The sale price per share of $6.98 was the closing price of a share of Class A common stock on January 2, 2024. The transaction was approved by the Audit Committee and the Compensation Committee of the Board of Directors of the Company and was made pursuant to the Company's stock buyback authorization. (2) Also includes 9,618 shares of Class A Common Stock held by the reporting person that were not reported on the reporting person's previous filing on Form 4 due to administrative error. (3) Represents shares of Class A Common Stock 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 December 27, 2023. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MERKEL STEPHEN M C/O BGC GROUP, INC. EVP and General Counsel 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Stephen M. Merkel 1/3/2024 ** 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.