0001005477-04-004590 4 1 20041222 20041223 20041223 ESPEED INC 0001094831 7389 134063515 DE 1231 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 2129385000 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 LUTNICK HOWARD W 0001250975 4 34 000-28191 041223494 ESPEED INC 135 EAST 57TH STREET NEW YORK NY 10022 212 938 5000 4 1 edgar123.xml FORM 4 FORM 4 OMB APPROVAL [ ] Check this OMB Number: box 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 LUTNICK HOWARD W ESPEED INC [ ESPD ] Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O ESPEED, INC., 135 EAST 57TH Transaction (MM/DD/YYYY) (specify below) STREET 12/22/2004 Chairman and CEO (Street) 4. If Amendment, Date 6. Individual or NEW YORK, NY 10022 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More 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. Code 4. Securities Acquired 5. Amount of 6. Ownership Form: 7. Nature of Indirect (Instr. 3) Deemed (Instr. 8) (A) or Disposed of (D) Securities Direct (D) or Beneficial Ownership Execution (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) (Instr. 4) Date, if Following Reported (Instr. 4) any (A) Transaction(s) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock, See par value $0.01 per 12/22/2004 G (1) V 1000000 D $0 23241130 I notes (2) (3) (4) share Class A Common Stock, par value $0.01 per 955973 D share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership of Indirect (Instr. 3) or Execution Securities Acquired Derivative Security Derivative Securities Form of Beneficial Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Ownership Price of any (D) (Instr. 5) Owned Security: (Instr. 4) Derivative (Instr. 3, 4 and 5) Following Direct (D) 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 Class A Class B Common Common See Stock, par value (4) 12/22/2004 C (1) 1000000 (4) (4) Stock, par 1000000 $0 22139270 I note (5) $0.01 per share value $0.01 per share Explanation of Responses: (1) 1,000,000 shares were converted from Class B Common Stock to Class A Common Stock and 1,000,000 shares of Class A Common Stock were gifted by Cantor Fitzgerald Securities. (2) The 23,241,130 shares held indirectly by Mr. Lutnick consist of (1) 2,641,470 shares of Class B Common Stock held by Cantor Fitzgerald. L.P., (2) 19,497,800 shares of Class B Common Stock held by Cantor Fitzgerald Securities, (3) 537,333 shares of Class A Common Stock held by Cantor Fitzgerald Securities, (4) 387,469 shares of Class A Common Stock held by CF Group Management, Inc., (5) 175,589 shares of Class a common Stock held by a trust for the benefit of the descendents of Mr. Lutnick, of which Mr. Lutnick's wife is one of two trustees and Mr. Lutnick has limited powers to remove and replace such trustees, and (6) 1,469 shares of Class A Common Stock held in Mr. Lutnick's 401(k) account. (3) CF Group Management, Inc. is the Managing General Partner of Cantor Fitzgerald, L.P., and Cantor Fitzgerald, L.P. is the managing partner of Cantor Fitzgerald Securities. Howard W. Lutnick is the President and sole stockholder of CF Group Management, Inc. Mr. Lutnick disclaims beneficial ownership of all shares in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that Mr. Lutnick is the beneficial owner of, or has any pecuniary interest in, and such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (4) The shares of Class B Common Stock are convertible at any time on a one-for-one basis into shares of Class A Common Stock. (5) Shares consist of (1) 19,497,800 shares of Class B Common Stock held by Cantor Fitzgerald Securities and (2) 2,641,470 shares of Class B Common Stock held by Cantor Fitzgerald, L.P. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUTNICK HOWARD W C/O ESPEED, INC. X X Chairman and CEO 135 EAST 57TH STREET NEW YORK, NY 10022 Signatures /s/ Howard Lutnick 12/22/2004 ** 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.