Cantor Fitzgerald, L. P. - Oct 25, 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: Oct 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/27/2022, 04:15 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		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 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, 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.