FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

Windeatt Sean A
2. Issuer Name and Ticker or Trading Symbol

BGC Partners, Inc. [ BGCP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O BGC PARTNERS, INC., 499 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2022
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check 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
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
BGC Holdings Exchangeable Limited Partnership Interests  (1)(2)3/2/2022  A   135,514     (1)(2) (1)(2)Class A Common Stock, par value $0.01 per share  (1)(2) (1)(2)135,514 D  

Explanation of Responses:
(1) On March 2, 2020, BGC Partners, Inc. (the "Company") granted the reporting person 135,514 non-exchangeable limited partnership interests (the "2020 Grant") of BGC Holdings, L.P. ("BGC Holdings"). Pursuant to the exchange rights schedule of the 2020 Grant, on March 2, 2022, the 135,514 exchangeable limited partnership interests of BGC Holdings became immediately exchangeable by the reporting person (the "2022 Exchange Rights Grant") for an aggregate of 135,514 shares of Class A common stock, par value $0.01 per share, of the Company ("Class A Common Stock"). As timely reported and described in the reporting person's Form 4 filed on August 15, 2022, on August 11, 2022, the Company repurchased all of such 135,514 exchangeable limited partnership interests held by the reporting person at a price of $4.08 (the "2022 Repurchase"), the closing price of shares of Class A Common Stock on August 11, 2022. The 2022 Exchange Rights Grant is being reported late at this time due to an
(2) (continued from footnote 1) inadvertent administrative delay. The 2020 Grant and the 2022 Repurchase were each approved by the Compensation Committee of the Board of Directors of the Company and were exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Windeatt Sean A
C/O BGC PARTNERS, INC.
499 PARK AVENUE
NEW YORK, NY 10022


Chief Operating Officer

Signatures
/s/ Sean A. Windeatt4/3/2023
**Signature of Reporting PersonDate


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).
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