0001437749-24-010362 4 1 20240401 20240401 20240401 LUTNICK HOWARD W 0001250975 4 34 001-35591 24809217 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 LUTNICK HOWARD W BGC Group, Inc. [ BGC ] Issuer (Check all applicable) __X__ Director __X__ 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 4/1/2024 Chairman and CEO (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) or 5. Amount of Securities Beneficially 6. Ownership Form: 7. Nature of Indirect Beneficial (Instr. 3) Deemed Code Disposed of (D) Owned Following Reported Transaction(s) Direct (D) or Indirect Ownership (Instr. 4) Execution (Instr. 8) (Instr. 3, 4 and 5) (Instr. 3 and 4) (I) (Instr. 4) Date, if any (A) or Code V Amount (D) Price Class A Common Stock, par 4/1/2024 A 1,304,864 A (1) 6,338,202 (1) (2) D value $0.01 per share Class A Common Stock, par 13,366,470 (3) (4) (5) (6) I See value $0.01 per share footnotes (3) (4) (5) (6) Class B Common Stock, par 8,973,721 (7) (8) D value $0.01 per share Class B Common Stock, par 100,285,202 (6) (8) (9) I See footnotes (6) (8) (9) value $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 April 1, 2024, BGC Group, Inc. (the "Company") granted the reporting person 1,304,864 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's Class A common stock, par value $0.01 ("Class A Common Stock"). The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. (2) Also includes 5,033,338 shares of Class A Common Stock held directly by the reporting person. (3) The reporting person's indirect pecuniary interest in 13,366,470 shares of Class A Common Stock consists of (i) 12,149,099 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (A) 8,808,665 shares of Class A Common Stock held in the reporting person's personal asset trust, of which he is the sole trustee, (B) 1,668,475 shares of Class A Common Stock held in the reporting person's GRAT IV account, of which he is the sole trustee, (C) 786,447 shares of Class A Common Stock held by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (D) 290,149 shares of Class A Common Stock held (4) (Continued from footnote 3) in a Keogh retirement account for the reporting person, (E) 539,359 shares of Class A Common Stock held by trust accounts for the benefit of the reporting person and members of his immediate family, (F) 34,576 shares of Class A Common Stock held in an IRA retirement account, (G) 20,397 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act, and (H) 1,031 shares of Class A Common Stock held in other retirement accounts for the benefit of the reporting person's spouse, (5) (Continued from footnote 4) (ii) 5,548 shares of Class A Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA LLC ("LFA"), (iii) 600,938 shares of Class A Common Stock held by KBCR Management Partners, LLC ("KBCR"), and (iv) 610,885 shares of Class A Common Stock held in the reporting person's 401(k) account as of March 1, 2024. (6) CF Group Management, Inc. ("CFGM") is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. (7) Consists of 8,973,721 shares of the Company's Class B common stock, par value $0.01 ("Class B Common Stock") held directly by the reporting person. (8) The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (9) Consists of (i) 93,340,477 shares of Class B Common Stock held by CFLP, (ii) 2,972,524 shares of Class B Common Stock held by CFGM, (iii) 1,610,182 shares of Class B Common Stock held by the Trust, (iv) 26,052 shares of Class B Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA, and (v) 2,335,967 shares of Class B Common Stock held by KBCR. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUTNICK HOWARD W C/O BGC GROUP, INC. X X Chairman and CEO 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 4/1/2024 ** 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.