Cantor Fitzgerald, L. P. - May 17, 2022 Form 4 Insider Report for BGC Partners, Inc. (BGCP)

Role: Director, 10%+ Owner
Signature: /s/ Howard W. Lutnick, Chairman and Chief Executive Officer
Stock symbol: BGCP
Transactions as of: May 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/18/2022, 09:06 PM
Previous filing: Nov 1, 2021
Next filing: Oct 27, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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		+480K	+0.85%		57.3M	May 17, 2022	Class A or Class B Common Stock, par value $0.01 per share	480K		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	On May 17, 2022, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 480,175 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended and restated as of December 13, 2017 (as further amended from time to time, the "BGC Holdings Agreement").
F2	The exchange rights with respect to the 480,175 Interests are currently exercisable at any time for an aggregate of 480,175 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 480,175 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.
F3	Includes 427,494 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 427,494 non-exchangeable founding partner units for an aggregate consideration of $841,010, and 52,681 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement for an aggregate consideration of $105,867 as a result of the exchange of 52,681 exchangeable founding partner units.
F4	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.