Linda A. Bell - Jul 1, 2023 Form 4 Insider Report for BGC Group, Inc. (BGCP)

Role: Director
Signature: /s/ Linda A. Bell
Stock symbol: BGCP
Transactions as of: Jul 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/3/2023, 04:11 PM
Previous filing: Apr 19, 2023
Next filing: Nov 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BGCP	Class A Common Stock, par value $0.01 per share	Disposed to Issuer		-35.4K	-100%		0	Jul 1, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 1, 2023, BGC Partners, Inc. ("BGC Partners"), along with certain other affiliated entities, completed its corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023. Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof.
F2	Includes (i) 13,263 restricted stock units ("RSUs") representing contingent shares of Class A Common Stock granted on December 30, 2022, of which 6,631 RSUs would have vested on December 30, 2023 and 6,632 RSUs would have vested on December 30, 2024, and (ii) 5,331 RSUs granted on November 22, 2021, all of which would have vested on November 22, 2023, in each case provided that the reporting person continued to serve as a member of the Board of Directors of BGC Partners on such dates.

Content

On July 1, 2023, BGC Partners, Inc. ("BGC Partners"), along with certain other affiliated entities, completed its corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023. Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof.

Includes (i) 13,263 restricted stock units ("RSUs") representing contingent shares of Class A Common Stock granted on December 30, 2022, of which 6,631 RSUs would have vested on December 30, 2023 and 6,632 RSUs would have vested on December 30, 2024, and (ii) 5,331 RSUs granted on November 22, 2021, all of which would have vested on November 22, 2023, in each case provided that the reporting person continued to serve as a member of the Board of Directors of BGC Partners on such dates.