Cantor Fitzgerald, L. P. - Jul 1, 2023 Form 4 Insider Report for BGC Group, Inc. (BGC)

Role: Director, 10%+ Owner
Signature: /s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol: BGC
Transactions as of: Jul 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/3/2023, 04:12 PM
Previous filing: Jul 3, 2023
Next filing: Jul 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BGC	Class B Common Stock, par value $0.01 per share	Disposed to Issuer		-45.1M	-100%		0	Jul 1, 2023	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BGC	BGC Holdings Exchangeable Limited Partnership Interests	Award		+144K	+0.25%		58.4M	Jun 30, 2023	Class A or Class B Common Stock, par value $0.01 per share	144K		Direct	F4, F5, F6, F7
transaction	BGC	BGC Holdings Exchangeable Limited Partnership Interests	Award		+5.61M	+9.6%		64M	Jun 30, 2023	Class A or Class B Common Stock, par value $0.01 per share	5.61M		Direct	F5, F7, F8, F9
transaction	BGC	BGC Holdings Exchangeable Limited Partnership Interests	Disposed to Issuer		-64M	-100%		0	Jul 1, 2023	Class A or Class B Common Stock, par value $0.01 per share	64M		Direct	F1, F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share,
F2	(Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof.
F3	The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.
F4	On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 143,885 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended (the "BGC Holdings Agreement").
F5	The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment).
F6	Includes 143,885 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement as a result of the redemption of 143,885 non-exchangeable founding partner units for aggregate consideration of $285,421.
F7	Includes Interests that may be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's 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.
F8	On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 5,605,547 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the BGC Holdings Agreement and the Corporate Conversion Agreement.
F9	Includes 5,281,324 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement and the Corporate Conversion Agreement as a result of the redemption of 5,281,324 non-exchangeable founding partner units for an aggregate consideration of $9,430,351, and 324,223 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement and the Corporate Conversion Agreement for an aggregate consideration of $598,712 as a result of the exchange of 324,223 exchangeable founding partner units.