Cf Group Management Inc - Jul 2, 2023 Form 4 Insider Report for BGC Group, Inc. (BGC)

Role: Director, Managing General Partner CFLP
Signature: /s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol: BGC
Transactions as of: Jul 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/3/2023, 05:21 PM
Previous 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	Other		+2.21M	+290.27%		2.97M	Jul 2, 2023	Direct	F1, F2, F3, F4
transaction	BGC	Class B Common Stock, par value $0.01 per share	Other		-15.8M	-14.44%		93.3M	Jul 2, 2023	See footnotes	F2, F4, F5

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

Explanation of Responses:

Id	Content
F1	As discussed in footnote 2 below, on July 2, 2023, Cantor Fitzgerald, L.P. ("CFLP") authorized the distribution of an aggregate of 15,756,625 shares of BGC Group, Inc. Class B common stock, par value $0.01 per share ("Class B Common Stock"), in satisfaction of its deferred share distribution obligations pursuant to distribution rights provided to certain current and former partners of CFLP on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares"). These shares of Class B Common Stock included an aggregate of 2,210,872 shares distributed to CF Group Management, Inc. ("CFGM") in satisfaction of its April 2008 distribution rights shares and February 2012 distribution rights shares (consisting of 2,050,197 shares in satisfaction of April 2008 distribution rights shares and 160,675 shares in satisfaction of February 2012 distribution rights shares).
F2	On July 2, 2023, CFLP authorized the distribution of an aggregate of 15,756,625 shares of Class B Common Stock in satisfaction of its deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. 15,350,824 of such shares will remain Class B Common Stock in the hands of the recipient, and 405,801 of such shares will convert into an equivalent number of shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), in the hands of the recipient pursuant to the terms of the BGC Group, Inc. Amended and Restated Certificate of Incorporation.
F3	Change in form of ownership exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F4	The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.
F5	CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.