0000929638-23-001906 4 1 20230701 20230703 20230703 CF GROUP MANAGEMENT INC 0001251145 4 34 001-35591 231065573 135 EAST 57TH ST NEW YORK 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 CF GROUP MANAGEMENT INC BGC Group, Inc. [ BGCP ] Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ 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 Managing General Partner CFLP (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 Beneficial Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Ownership (Instr. Date, if Following Reported (Instr. 4) 4) any (A) Transaction(s) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock, par value $0.01 per 7/1/2023 D 2,210,872 D (1) (2) (3) 0 D share Class B Common Stock, par value $0.01 per 7/1/2023 D 761,652 D (1) (2) (4) 0 D share Class B Common Stock, See par value $0.01 per 7/1/2023 D 45,122,728 D (1) (2) (4) 0 I footnotes (5) share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. Conversion 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of Securities 8. Price of 9. Number of 10. Ownership 11. Nature of Security or Exercise Execution (Instr. 8) Securities Acquired (A) or and Expiration Date Underlying Derivative Security Derivative derivative Form of Indirect (Instr. 3) Price of Date, if any Disposed of (D) (Instr. 3 and 4) Security Securities Derivative Beneficial Derivative (Instr. 3, 4 and 5) (Instr. 5) Beneficially Owned Security: Ownership (Instr. Security Following Reported Direct (D) or 4) Transaction(s) Indirect (I) (Instr. 4) (Instr. 4) Date Expiration Title Amount or Number Code V (A) (D) Exercisable Date of Shares BGC Holdings Exchangeable Class A or Class Limited Partnership (7) 6/30/2023 A (6) 143,885 (8) (7) (7) B Common Stock, 143,885 (7) (8) 58,368,827 (9) I See Interests (6) par value $0.01 footnotes (5) per share (7) BGC Holdings Exchangeable Class A or Class Limited Partnership (7) 6/30/2023 A (10) 5,605,547 (11) (7) (7) B Common Stock, 5,605,547 (7) (11) 63,974,374 (9) I See Interests (10) par value $0.01 footnotes (5) per share (7) BGC Holdings Exchangeable Class A or Class Limited Partnership (7) 7/1/2023 D (1) (2) 63,974,374 (7) (7) B Common Stock, 63,974,374 (7) (1) (2) 0 (1) (2) I See Interests (1) (2) par value $0.01 footnotes (5) per share (7) Explanation of Responses: (1) On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). 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 (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, (2) (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. (3) The shares of Class A Common Stock held directly by CF Group Management, Inc. ("CFGM") consist of 2,210,872 shares receivable by CFGM pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 2,050,197 April 2008 distribution rights shares and 160,675 February 2012 distribution rights shares). (4) The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (5) CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. (6) On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 143,885 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended (the "BGC Holdings Agreement"). (7) The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment). (8) Includes 143,885 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement as a result of the redemption of 143,885 non-exchangeable founding partner units for aggregate consideration of $285,421. (9) Includes Interests that may be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. (10) On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 5,605,547 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the BGC Holdings Agreement and the Corporate Conversion Agreement. (11) Includes 5,281,324 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement and the Corporate Conversion Agreement as a result of the redemption of 5,281,324 non-exchangeable founding partner units for an aggregate consideration of $9,430,351, and 324,223 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement and the Corporate Conversion Agreement for an aggregate consideration of $598,712 as a result of the exchange of 324,223 exchangeable founding partner units. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF GROUP MANAGEMENT INC C/O BGC GROUP, INC. X Managing General Partner 499 PARK AVENUE CFLP NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 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.