0001437749-22-020570 4 1 20220811 20220815 20220815 Windeatt Sean A 0001450108 4 34 000-28191 221166701 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 8/11/2022 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) 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. 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Execution (Instr. 8) Securities Acquired (A) or and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Date, if Disposed of (D) Derivative Security Derivative Securities Form of Indirect Exercise any (Instr. 3, 4 and 5) (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of (Instr. 5) Owned Security: Ownership Derivative Following Direct (D) (Instr. 4) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares BGC Holdings Class A Exchangeable Common Limited (1) 8/11/2022 D (2) 135,514 (2) (1) (1) Stock, par 135,514 (2) 0 D Partnership value $0.01 Interests (1) per share Explanation of Responses: (1) On March 22, 2022, BGC Partners, Inc. (the "Company") granted the reporting person 135,514 exchange rights with respect to 135,514 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 135,514 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person 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"). The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (2) On August 11, 2022, the Company repurchased all of such 135,514 exchangeable limited partnership interests held by Mr. Windeatt at a price of $4.08, the closing price of shares of Class A Common Stock on August 11, 2022. The transaction was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3 under the Exchange Act. 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 8/15/2022 ** 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.