| 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 | Options Exercise | +520K | +3.72% | 14.5M | Jun 28, 2021 | Direct | F1, F2 | ||
| transaction | BGCP | Class A common stock, par value $0.01 per share | Award | +88.6K | +0.61% | 14.6M | Jun 28, 2021 | Direct | F2, F3 | ||
| transaction | BGCP | Class A common stock, par value $0.01 per share | Tax liability | -202K | -1.38% | 14.4M | Jun 28, 2021 | Direct | F2, F4 | ||
| holding | BGCP | Class A common stock, par value $0.01 per share | 11.1M | Jun 28, 2021 | See footnotes | F5, F6, 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 | Options Exercise | -520K | -50% | 520K | Jun 28, 2021 | Class A common stock, par value $0.01 per share | Direct | F1 | ||||
| holding | BGCP | BGC Holdings Exchangeable Limited Partnership Interests | 55.1M | Jun 28, 2021 | Class A or Class B Common Stock, par value $0.01 per share | See footnote | F8, F9, F10 |
| Id | Content |
|---|---|
| F1 | On June 28, 2021, 520,380 exchangeable limited partnership units of BGC Holdings, L.P. ("Holdings Units") held by the reporting person were exchanged into 520,380 shares of BGC Partners, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"). Exchangable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock. |
| F2 | The shares of Class A Common Stock held directly by the reporting person consists of (i) 5,440,032 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 Cantor Fitzgerald, L.P. ("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). |
| F3 | On June 28, 2021, the Company granted to the reporting person 88,636 shares of its Class A Common Stock following the redemption of 88,636 non-exchangeable Holding Units held by the reporting person. The grant 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 (the "Exchange Act"). |
| F4 | In connection with the transactions described in footnotes (1) and (3) above, the amount of Class A Common Stock held directly by the reporting person was reduced by 202,322 shares of Class A Common Stock to pay taxes on the transactions described above. |
| F5 | The reporting person's indirect pecuniary interest in 11,121,338 shares of Class A Common Stock consists 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) 3,743,133 shares of Class A common stock held in various trust, retirement and custodial accounts consisting of (A) 1,095,925 shares of Class A Common Stock held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (B) 1,000,000 shares of Class A Common Stock held in Mr. Lutnick's GRAT I account, of which he is the sole trustee, (C) 769,393 shares of Class A Common Stock held by a trust for the benefit of descendants of Mr. Lutnick and his immediate family (the "Trust"), of which Mr. Lutnick's wife is one of two trustees and Mr. Lutnick has limited powers to remove and replace such trustees, (D) 283,857 shares of Class A Common Stock held in a Keogh retirement account for Mr. |
| F6 | (continued from footnote 5) Lutnick (E) 539,168 shares of Class A Common Stock held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (F) 33,826 shares of Class A Common Stock held in an IRA retirement account, (G) 19,955 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, and (H) 1,009 shares of Class A common stock held in other retirement accounts for the benefit of Mr. Lutnick's spouse; (iii) 1,610,182 shares represented by April 2008 distribution rights shares receivable by the Trust, (iv) 5,548 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA"), (v) 26,052 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 23,780 April 2008 distribution rights shares and |
| F7 | (continued from footnote 6) 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) 588,646 shares held in the reporting person's 401(k) account as of May 31, 2021. |
| F8 | 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. |
| F9 | The exchange rights with respect to the Interests are 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). The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. |
| F10 | Includes Interests that may have to 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 rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012. |