Jason Hauf - Jul 1, 2023 Form 4 Insider Report for BGC Group, Inc. (BGC)

Role: Chief Financial Officer
Signature: /s/ Jason W. Hauf
Stock symbol: BGC
Transactions as of: Jul 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/3/2023, 04:57 PM
Previous filing: Jun 13, 2022
Next filing: Apr 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BGC	Class A Common Stock, par value $0.01 per share	Award		+43.9K			43.9K	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 non-exchangeable unit of BGC Holdings, L.P. outstanding as of immediately prior to the Corporate Conversion was converted into the right to receive an equity award denominated in cash and/or equity of BGC Group 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 Group and the Compensation Committee thereof.
F2	Consists of restricted stock units ("RSUs") granted pursuant to the BGC Group, Inc. Long Term Incentive Plan, which represent a contingent right to receive one share of Class A common stock, par value $0.01 per share, of BGC Group ("Class A Common Stock"), for each RSU. Includes (i) 6,808 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon BGC Group generating at least $5 million in revenue for the quarter in which the vesting occurs, and (ii) 37,092 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date.

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 non-exchangeable unit of BGC Holdings, L.P. outstanding as of immediately prior to the Corporate Conversion was converted into the right to receive an equity award denominated in cash and/or equity of BGC Group 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 Group and the Compensation Committee thereof.

Consists of restricted stock units ("RSUs") granted pursuant to the BGC Group, Inc. Long Term Incentive Plan, which represent a contingent right to receive one share of Class A common stock, par value $0.01 per share, of BGC Group ("Class A Common Stock"), for each RSU. Includes (i) 6,808 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon BGC Group generating at least $5 million in revenue for the quarter in which the vesting occurs, and (ii) 37,092 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date.