Sean A. Windeatt - Jul 1, 2023 Form 4 Insider Report for BGC Group, Inc. (BGC)

Role
Chief Operating Officer
Signature
/s/ Sean A. Windeatt
Stock symbol
BGC
Transactions as of
Jul 1, 2023
Transactions value $
$0
Form type
4
Date filed
7/3/2023, 04:59 PM
Previous filing
Jun 12, 2023
Next filing
Sep 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BGC Class A Common Stock, par value $0.01 per share Award +1.33M 1.33M Jul 1, 2023 Direct F1, F2, F3
* 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"), along with certain other affiliated entities, completed its corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023. 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 each non-exchangeable unit of BGC Holdings, L.P. outstanding as of immediately prior to the Corporate Conversion was converted into the right to receive an equity award denominated in cash and/or equity of BGC Group in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The transactions reported herein were approved by the Board of Directors of BGC Group and the Compensation Committee thereof.
F2 Consists of restricted stock awards ("RSAs") granted pursuant to the BGC Group, Inc. Long Term Incentive Plan, which represent a contingent right to receive one share of Class A common stock, par value $0.01 per share, of BGC Group ("Class A Common Stock"), for each RSA. Includes (i) 239,990 RSAs that will vest on April 1, 2025 provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement; (ii) 158,449 RSAs that will vest on April 1, 2024, provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement; (iii) 673,570 RSUs that will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date;
F3 (Continued from footnote 2) and (iv) 256,977 RSUs that will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon BGC Group generating at least $5 million in revenue for the quarter in which the vesting occurs.