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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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 *

Addas William Dean
2. Issuer Name and Ticker or Trading Symbol

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

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

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

9/16/2024
(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)

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
Class A Common Stock, par value $0.01 per share 9/16/2024  A  5,046 (1)A$0 27,205 (2)(3)D  

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

Explanation of Responses:
(1) The 5,046 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of BGC Group, Inc. (the "Issuer") are represented by 5,046 restricted stock units ("RSUs") granted under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 5,046 RSUs, (i) 2,523 RSUs will vest on September 16, 2025, and (ii) 2,523 RSUs will vest on September 16, 2026, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.
(2) Also includes 15,017 RSUs granted pursuant to the BGC Group, Inc. Long Term Incentive Plan, of which (i) 3,937 RSUs will vest on November 14, 2024, (ii) 7,143 RSUs will vest on July 3, 2025, and (iii) 3,937 RSUs will vest on November 14, 2025, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.
(3) Also includes 7,142 shares of Class A Common Stock held directly.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Addas William Dean
C/O BGC GROUP, INC.
499 PARK AVENUE
NEW YORK, NY 10022
X



Signatures
/s/ William A. Addas9/18/2024
**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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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