SEC Form 4 · accession 0001437749-15-021805
BGC Group, Inc. · BGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard W Lutnick
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Nov 4, 2015
Accepted (ET)
Dec 4, 2015 · 5:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001094831
Table I — non-derivative securities
No Table I lines on this filing.
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 Limited Partnership InterestsF1,F3,F4,F5,F6,F7,F2 | — | Nov 4, 2015 | A | 1,775,481 | A | — | — | Class A or Class B Common Stock, par value $0.01 per share | 1,775,481 | 34,697,576 | I |
Explanation of responses
- F1On November 4, 2015, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 1,775,481 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Agreement of Limited Partnership of BGC Holdings, as amended and restated as of March 31, 2008 (as further amended from time to time, the "BGC Holdings Agreement").
- F2The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock of BGC Partners (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock, shares of Class A Common Stock) on a one-for-one basis (subject to adjustment). 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.
- F3Includes 588,356 Interests purchased from BGC Holdings as a result of the redemption of 588,356 non-exchangeable founding partner units, and 1,221,285 Interests purchased from BGC Holdings pursuant to the Sixth Amendment to the BGC Holdings Agreement as result of the exchange of 1,221,285 non-exchangeable founding partner units, at an aggregate net purchase price of $6,572,742.
- F4As of the date of this report, an aggregate of 15,860,838 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) 14,064,735 shares subject to April 2008 deferred stock distribution obligations and (ii) 1,796,103 shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012.
- F5Does not include exchange rights with respect to an aggregate of 15,860,838 Interests assumed to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.
- F6As of the date of this report, CFLP held an aggregate of 50,558,414 Interests.
- F7Cantor Fitzgerald Group Management, Inc. ("CFGM") is the managing general partner of CFLP, and the reporting person is the Chief Executive Officer and sole stockholder of CFGM. The reporting person disclaims beneficial ownership of all such securities in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.