SEC Form 4 · accession 0001437749-17-018945
BGC Group, Inc. · BGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L. P. Cantor Fitzgerald
Director · 10% Owner
Period of report
Nov 7, 2017
Accepted (ET)
Nov 9, 2017 · 5:51 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,F2 | — | Nov 7, 2017 | A | 1,179,788 | A | — | — | Class A or Class B Common Stock, par value $0.01 per share | 1,179,788 | 36,549,932 | D |
Explanation of responses
- F1On November 7, 2017, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings"), an aggregate of 1,179,788 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 (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock available, 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 823,178 Interests purchased from BGC Holdings as a result of the redemption of the 823,178 non-exchangeable founding partner units for an aggregate consideration of $2,828,629, and 356,610 Interests purchased from BGC Holdings pursuant to the Sixth Amendment of the BGC Holdings Agreement as a result of the exchange of 356,610 non-exchangeable founding partner units, at an aggregate consideration of $1,091,175.
- F4As of the date of this report, an aggregate of 15,813,032 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) 14,033,084 shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 and (ii) 1,779,948 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 15,813,032 Interests assumed to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred share 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 52,362,964 Interests.