SEC Form 4 · accession 0001437749-19-004107
BGC Group, Inc. · BGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean A Windeatt
Officer — COO and Interim CFO
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 6:25 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 InterestsF2,F1 | — | Mar 1, 2019 | D | 139,265 | D | — | — | Class A Common Stock, par value $0.01 per share | 139,265 | 0 | D |
Explanation of responses
- F1On December 31, 2018, BGC Partners, Inc. (the "Company") granted the reporting person 139,265 exchange rights with respect to 139,265 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 139,265 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person for an aggregate of 139,265 shares of Class A common stock, par value $0.01 per share, of the Company (the "Class A common stock"). The grant was approved by the Compensation Committee of the Board of Directors of the Company and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2On March 1, 2019, the Company repurchased 125,686 of such 139,265 exchangeable limited partnership interests held by Mr. Windeatt at the average price of shares of Class A common stock sold under the Company's controlled equity offering from February 25, 2019 to March 1, 2019 less 1% ($6.1090 per limited partnership interest, for an aggregate purchase price of approximately $767,800). In connection with such repurchase, the remaining 13,579 of such 139,265 exchangeable limited partnership interests held by Mr. Windeatt were redeemed for zero. The transactions were approved by the Compensation Committee of the Board of Directors of the Company and are exempt pursuant to Rule 16b-3 under the Exchange Act.