SEC Form 4 · accession 0000899243-18-029718
BGC Group, Inc. · BGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CF GROUP MANAGEMENT INC
Director · 10% Owner
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 8:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001094831
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 per shareF1,F3 | Nov 23, 2018 | C | 10,323,366 | — | D | 0 | I | See footnote |
| Class B Common Stock, par value $0.01 per shareF1,F3 | Nov 23, 2018 | C | 10,323,366 | — | A | 45,122,728 | I | See footnote |
| Class A Common Stock, par value $0.01 per shareF2,F1 | Nov 23, 2018 | C | 712,907 | — | D | 2,210,872 | D | |
| Class B Common Stock, par value $0.01 per shareF2,F1 | Nov 23, 2018 | C | 712,907 | — | A | 761,652 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Exchange Agreement, dated as of June 5, 2015, by and among BGC Partners, Inc. ("BGC"), Cantor Fitzgerald, L.P. ("CFLP"), CF Group Management, Inc. ("CFGM") and the other parties thereto (the "Exchange Agreement"), on November 23, 2018, CFLP exchanged 10,323,366 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of BGC, on a one-for-one basis, for 10,323,366 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of BGC, in a transaction exempt pursuant to Rule 16b-3 and Rule 16b-6(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. This transaction does not impact the fully diluted share count of BGC.
- F2Pursuant to the Exchange Agreement, on November 23, 2018, CFGM exchanged 712,907 shares of Class A common stock, on a one-for-one basis, for 712,907 shares of Class B common stock, in a transaction exempt pursuant to Rule 16b-3 and Rule 16b-6(b) under the Exchange Act. Shares of Class B common stock are convertible at any time on a one-for-one basis into shares of Class A common stock. This transaction does not impact the fully diluted share count of BGC.
- F3CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all shares held by CFLP 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 shares for purposes of Section 16 of the Exchange Act or for any other purpose.