Cf Group Management Inc - Oct 25, 2022 Form 4 Insider Report for BGC Partners, Inc. (BGCP)

Signature
/s/ Howard W. Lutnick, Chief Executive Officer
Stock symbol
BGCP
Transactions as of
Oct 25, 2022
Transactions value $
$0
Form type
4
Date filed
10/27/2022, 04:13 PM
Previous filing
May 18, 2022
Next filing
Apr 18, 2023

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 +353K +0.62% 57.6M Oct 25, 2022 Class A or Class B Common Stock, par value $0.01 per share 353K See footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 25, 2022, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 353,340 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 (the "Exchange Act"), 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 353,340 Interests are currently exercisable at any time for an aggregate of 353,340 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 353,340 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 275,833 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 275,833 non-exchangeable founding partner units for an aggregate consideration of $397,196 and 77,507 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement for an aggregate consideration of $142,613 as a result of the exchange of 77,507 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.
F5 CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.