0000929638-23-001931 4 1 20230702 20230703 20230703 CANTOR FITZGERALD, L. P. 0001024896 DE 1231 4 34 001-35591 231065987 110 EAST 59TH STREET NEW YORK NY 10022 2126102000 110 EAST 59TH STREET NEW YORK NY 10022 CANTOR FITZGERALD L P 19961015 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 CANTOR FITZGERALD, L. P. BGC Group, Inc. [ BGC ] Issuer (Check all applicable) __X__ Director _____ (Last) (First) (Middle) 3. Date of Earliest 10% Owner C/O BGC GROUP, INC., 499 PARK Transaction (MM/DD/YYYY) _____ Officer (give title AVENUE 7/2/2023 below) _____ Other (specify below) (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. Code 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) of (D) Securities Form: Direct (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class B Common Stock, par value $0.01 per 7/2/2023 J (1) 15,756,625 D (1) (2) 93,340,477 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 2, 2023, Cantor Fitzgerald, L.P. ("CFLP") authorized the distribution of an aggregate of 15,756,625 shares of BGC Group, Inc. Class B common stock, par value $0.01 per share ("Class B Common Stock"), in satisfaction of its deferred share distribution obligations pursuant to distribution rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012. 15,350,824 of such shares will remain Class B Common Stock in the hands of the recipient, and 405,801 of such shares will convert into an equivalent number of shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), in the hands of the recipient pursuant to the terms of the BGC Group, Inc. Amended and Restated Certificate of Incorporation. (2) 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CANTOR FITZGERALD, L. P. C/O BGC GROUP, INC. X 499 PARK AVENUE 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.