0001250975-04-000002 4 1 20040512 20040517 LUTNICK HOWARD W 0001250975 4 34 000-28191 04814118 ESPEED INC 135 EAST 57TH STREET NEW YORK NY 10022 212 938 5000 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 4 1 primary_doc.xml PRIMARY DOCUMENT 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 Transaction (MM/DD/YYYY) (specify below) 5/12/2004 Chairman, CEO and President (Street) 4. If Amendment, Date 6. Individual or 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 5. Amount of 6. Ownership Form: 7. Nature of Indirect (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Direct (D) or Beneficial Ownership Execution Disposed of (D) Beneficially Owned Indirect (I) (Instr. 4) Date, if (Instr. 3, 4 and Following Reported (Instr. 4) any 5) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class A Common Stock, See par value $0.01 per 5/12/2004 G (1) V 2667 D $0 24701130 I notes (2) (3) (4) share Class A Common Stock, par value $0.01 per 5/12/2004 G V 50 D $0 955973 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) The 2,667 shares of Class A Common Stock were gifted by Cantor Fitzgerald Securities. (2) The 24,701,130 shares held indirectly by Mr. Lutnick consist of (1) 21,247,800 shares of Class B Common Stock held by Cantor Fitzgerald Securities, (2) 247,333 shares of Class A Common Stock held by Cantor Fitzgerald Securities, (3) 2,641,470 shares of Class B Common Stock held by Cantor Fitzgerald, L.P., (4) 387,469 shares of Class A Common Stcok held by CF Group Management, Inc., (5) 175,589 shares of Class A Common Stock held by a trust for the benefit of the descendants 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. The number of shares in the 401(k) account are based on a plan statement as of September 30, 2003. (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 pecuniary interest in, any 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUTNICK HOWARD W X X Chairman, CEO and President Signatures Howard W. Lutnick 5/17/2004 ** 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.