Howard W. Lutnick - Dec 22, 2021 Form 4 Insider Report for BGC Partners, Inc. (BGCP)

Signature
/s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol
BGCP
Transactions as of
Dec 22, 2021
Transactions value $
$0
Form type
4
Date filed
12/23/2021, 03:01 PM
Previous filing
Dec 23, 2021
Next filing
Jan 7, 2022

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 Award +2.01M +14.36% 16M Dec 22, 2021 Direct F1, F2
holding BGCP Class A Common Stock, par value $0.01 per share 11.5M Dec 22, 2021 See footnotes F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 22, 2021, BGC Partners, Inc. (the "Company") granted to the reporting person 2,011,731 shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), following the redemption and cancellation of an aggregate of 2,011,731 non-exchangeable limited partnership interests of BGC Holdings, L.P. 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.
F2 The shares of Class A Common Stock held directly by the reporting person after the transaction herein consists of (i) 7,045,069 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 The reporting person's indirect pecuniary interest in 11,535,623 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) 4,154,302 shares of Class A common stock held in various trust, retirement and custodial accounts consisting of (A) 1,502,618 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) 772,478 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) 284,995 shares of Class A Common Stock held in a Keogh retirement account for Mr.
F4 (continued from footnote 3) Lutnick (E) 539,202 shares of Class A Common Stock held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (F) 33,961 shares of Class A Common Stock held in an IRA retirement account, (G) 20,035 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) 1,013 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
F5 (continued from footnote 4) 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) 591,762 shares held in the reporting person's 401(k) account as of November 30, 2021.
F6 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.