SEC Form 4 · accession 0001437749-15-004389

BGC Group, Inc. · BGC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen M Merkel

Officer — EVP, General Counsel and Sec'y

Period of report

Jan 30, 2015

Accepted (ET)

Mar 6, 2015 · 7:17 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 share^F1	Jan 30, 2015	D	16,354	$7.83	D	119,166	D
Class A Common Stock, par value $0.01 per share^F2	holding	—	—		—	14,966	I	By 401(k) plan
Class A Common Stock, par value $0.01 per share	holding	—	—		—	2,250	I	By reporting person's spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
BGC Holdings Exchangeable PSU Limited Partnership Interests^F3	—	Jan 30, 2015	A	78,571	A	—	—	Class A Common Stock, par value $.0.01 per share	78,571	78,571	D
BGC Holdings Exchangeable PSU Limited Partnership Interests^F4	—	Mar 4, 2015	D	78,571	D	—	—	Class A Common Stock, par value $.0.01 per share	78,571	0	D
BGC Holdings Exchangeable PPSU Limited Partnership Interests^F5	—	Jan 30, 2015	A	64,286	A	—	—	Class A Common Stock, par value $.0.01 per share	64,286	64,286	D
BGC Holdings Exchangeable PPSU Limited Partnership Interests^F6	—	Mar 4, 2015	D	64,286	D	—	—	Class A Common Stock, par value $.0.01 per share	64,286	0	D

Explanation of responses

F1Represents shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. (the "Company"), which were sold by the Reporting Person to the Company in an exempt transaction pursuant to Rule 16b-3 of the Securities and Exchange Act of 1934, as amended.
F2Represents shares of Class A Common Stock held under the Company's 401(k) plan based on a plan statement dated as of February 27, 2015.
F3The Reporting Person was granted 78,571 exchange rights with respect to 78,571 non-exchangeable PSU limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were originally granted to the Reporting Person in 2014. The resulting 78,571 exchangeable PSU limited partnership interests of BGC Holdings were immediately exchangeable by the Reporting Person for 78,571 shares of the Company's Class A Common Stock.
F4On March 4, 2015, the Reporting Person sold to the Company 78,571 exchangeable PSU limited partnership interests of BGC Holdings for an aggregate cash payment of $694,829.95, based on the weighted-average price received by the Company for a share of the Class A Common Stock in the Company's controlled equity offering for the month of February 2015, less 2%.
F5The Reporting Person was granted 64,286 exchange rights with respect to 64,286 non-exchangeable PPSU limited partnership interests of BGC Holdings that were originally granted to the Reporting Person in 2014. The resulting 64,286 exchangeable PPSU limited partnership interests of BGC Holdings were immediately exchangeable by the Reporting Person for 64,286 shares of the Company's Class A Common Stock.
F6On March 4, 2015, the Reporting Person sold to the Company 64,286 exchangeable PPSU limited partnership interests of BGC Holdings for an aggregate cash payment of $588,216.90, based on the closing price of the Company's Class A Common Stock on December 31, 2014.