SEC Form 4 · accession 0001437749-18-003551

BGC Group, Inc. · BGC

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the acquisition of 7,883 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), by a Keogh retirement account for the benefit of the reporting person in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at a price equal to the closing price of the Class A Common Stock on the date of such acquisition. This acquisition was approved by the Audit Committee of the Board of Directors.
• F2The 11,463,014 shares of Class A Common Stock consist of (i) 2,489,293 shares held by the reporting person; and (ii) 8,973,721 shares represented by deferred stock receivable by the reporting person (consisting of 7,742,325 shares receivable pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and 1,231,396 shares receivable pursuant to deferred stock distribution rights provided to partners of CFLP on February 14, 2012 ("February 2012 distribution rights shares")).
• F3The reporting person's indirect pecuniary interest in 24,870,684 shares of Class A Common Stock consists of (i) 14,078,428 shares held by CFLP, (ii) 598,071 shares held by Cantor Fitzgerald Group Management, Inc. ("CFGM"); (iii) 2,050,197 April 2008 distribution rights shares and 160,675 February 2012 distribution rights shares receivable by CFGM (continued in footnote 4);
• F4(iv) 3,163,022 shares held in various trust, retirement and custodial accounts of the reporting person (consisting of (A) 2,051,003 shares held in a personal asset trust, of which the reporting person is the sole trustee, (B) 291,271 shares held by a trust (the "Trust") for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's spouse is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (C) 221,439 shares held in a Keogh retirement account for the reporting person (after the acquisition of the 7,883 shares referred to in footnote 1), (D) 555,753 shares held by trust accounts for the benefit of the reporting person and members of the his immediate family, (E) 27,395 shares held in other retirement accounts, and (F) 16,161 shares held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act) (continued in foot
• F5(v) 1,610,182 shares represented by April 2008 distribution rights shares receivable by the Trust; (vi) 3,533 shares (representing the proportional interest of the spouse of the reporting person in the shares owned by LFA LLC ("LFA")), (vii) 26,052 shares representing such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 23,780 April 2008 distribution rights shares and 2,272 February 2012 distribution rights shares) (continued in footnote 6);
• F6(viii) 395,125 shares held by KBCR Management Partners, LLC ("KBCR") (continued in footnote 7);
• F7(ix) 2,335,967 shares represented by distribution rights shares receivable by KBCR (consisting of 2,048,000 April 2008 distribution rights shares and 287,967 February 2012 distribution rights shares; and (x) 449,432 shares held in the reporting person's 401(k) account as of January 31, 2018.
• F8CFGM is the Managing General Partner of CFLP, and the reporting person is the President and Chief Executive Officer and sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA 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 shares for the purposes of Section 16 of the Exchange Act or for any other purpose.