SEC Form 4 · accession 0001437749-18-004652

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

• F1On March 12, 2018, BGC Partners, Inc. (the "Company") issued to the reporting person 979,344 net shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), based on the price of $14.33 per share, which was the closing price of the Class A common stock on the trading day prior to the date of issuance, following the redemption and cancellation of an aggregate of 2,348,479 non-exchangeable limited partnership units of BGC Holdings, L.P. and associated non-exchangeable limited partnership units of Newmark Holdings, L.P. The transaction was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
• F2The 12,442,358 shares of Class A Common Stock consist of (i) 3,468,637 shares held by the reporting person (after the acquisition of the 979,344 shares referred to in footnote 1); 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 25,823,744 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) 2,069,456 shares held in a personal asset trust, of which the reporting person is the sole trustee, (B) 272,818 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, (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 footnote 5);
• 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) 451,148 shares held in the reporting person's 401(k) account as of February 28, 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.