| 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 | -14M | -100% | 0 | Jul 1, 2023 | Direct | F1, F2, F3 | ||
| transaction | BGCP | Class A Common Stock, par value $0.01 per share | Disposed to Issuer | -19.5M | -100% | 0 | Jul 1, 2023 | See footnotes | F1, F2, F4, F5, F6, F7 | ||
| transaction | BGCP | Class B Common Stock, par value $0.01 per share | Disposed to Issuer | -45.9M | -100% | 0 | Jul 1, 2023 | See footnotes | F1, F2, F7, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGCP | BGC Holdings Exchangeable Limited Partnership Interests | Award | +144K | +0.25% | 58.4M | Jun 30, 2023 | Class A or Class B Common Stock, par value $0.01 per share | 144K | See footnotes | F7, F9, F10, F11, F12 | |||
| transaction | BGCP | BGC Holdings Exchangeable Limited Partnership Interests | Award | +5.61M | +9.6% | 64M | Jun 30, 2023 | Class A or Class B Common Stock, par value $0.01 per share | 5.61M | See footnotes | F7, F10, F12, F13, F14 | |||
| transaction | BGCP | BGC Holdings Exchangeable Limited Partnership Interests | Disposed to Issuer | -64M | -100% | 0 | Jul 1, 2023 | Class A or Class B Common Stock, par value $0.01 per share | 64M | See footnotes | F1, F2, F7, F10 |
| Id | Content |
|---|---|
| F1 | On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). 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 (i) 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, |
| F2 | (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. |
| F3 | The shares of Class A Common Stock held directly by the reporting person consisted of (i) 5,033,338 shares held by the reporting person, and (ii) 8,973,721 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 7,742,325 April 2008 distribution rights shares and 1,231,396 February 2012 distribution rights shares). |
| F4 | The reporting person's indirect pecuniary interest in 19,536,969 shares of Class A Common Stock consisted of (i) 2,050,197 April 2008 distribution rights shares receivable by CF Group Management, Inc. ("CFGM") and 160,675 February 2012 distribution rights shares receivable by CFGM, (ii) 12,133,721 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (A) 8,457,493 shares of Class A Common Stock held in the reporting person's personal asset trust, of which he is the sole trustee, (B) 2,008,300 shares of Class A Common Stock held in the reporting person's GRAT IV account, of which he is the sole trustee, (C) 783,670 shares of Class A Common Stock held by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (D) 289,124 shares of Class A Common Stock held |
| F5 | (Continued from footnote 4) in a Keogh retirement account for Mr. Lutnick, (E) 539,328 shares of Class A Common Stock held by trust accounts for the benefit of the reporting person and members of his immediate family, (F) 34,453 shares of Class A Common Stock held in an IRA retirement account, (G) 20,325 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act, and (H) 1,028 shares of Class A Common Stock held in other retirement accounts for the benefit of the reporting person's spouse, (iii) 1,610,182 shares represented by April 2008 distribution rights shares receivable by the Trust, |
| F6 | (Continued from footnote 5) (iv) 5,548 shares representing the proportional interest of the reporting person's spouse in shares owned by LFA LLC ("LFA"), (v) 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), (vi) 600,938 shares held by KBCR Management Partners, LLC ("KBCR"), (vii) 2,335,967 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 (viii) 613,689 shares held in the reporting person's 401(k) account as of May 31, 2023. |
| F7 | CFGM is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the 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. |
| F8 | Consisted of (i) 761,652 shares of Class B Common Stock held by CFGM and (ii) 45,122,728 shares of Class B Common Stock held by CFLP. The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. |
| F9 | On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 143,885 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended (the "BGC Holdings Agreement"). |
| F10 | The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment). |
| F11 | Includes 143,885 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement as a result of the redemption of 143,885 non-exchangeable founding partner units for aggregate consideration of $285,421. |
| F12 | Includes Interests that may be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. |
| F13 | On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 5,605,547 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the BGC Holdings Agreement and the Corporate Conversion Agreement. |
| F14 | Includes 5,281,324 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement and the Corporate Conversion Agreement as a result of the redemption of 5,281,324 non-exchangeable founding partner units for an aggregate consideration of $9,430,351, and 324,223 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement and the Corporate Conversion Agreement for an aggregate consideration of $598,712 as a result of the exchange of 324,223 exchangeable founding partner units. |