0000929638-23-001895.txt : 20230703 0000929638-23-001895.hdr.sgml : 20230703 20230703161242 ACCESSION NUMBER: 0000929638-23-001895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230703 DATE AS OF CHANGE: 20230703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANTOR FITZGERALD, L. P. CENTRAL INDEX KEY: 0001024896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35591 FILM NUMBER: 231065388 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126102000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: CANTOR FITZGERALD L P DATE OF NAME CHANGE: 19961015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BGC Group, Inc. CENTRAL INDEX KEY: 0001094831 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 863748217 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-2200 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BGC Partners, Inc. DATE OF NAME CHANGE: 20080404 FORMER COMPANY: FORMER CONFORMED NAME: ESPEED INC DATE OF NAME CHANGE: 19990913 4 1 form4.xml X0407 4 2023-07-01 0001094831 BGC Group, Inc. BGCP 0001024896 CANTOR FITZGERALD, L. P. C/O BGC GROUP, INC. 499 PARK AVENUE NEW YORK NY 10022 true true false Class B Common Stock, par value $0.01 per share 2023-07-01 4 D 0 45122728 D 0 D BGC Holdings Exchangeable Limited Partnership Interests 2023-06-30 4 A 0 143885 A Class A or Class B Common Stock, par value $0.01 per share 143885 58368827 D BGC Holdings Exchangeable Limited Partnership Interests 2023-06-30 4 A 0 5605547 A Class A or Class B Common Stock, par value $0.01 per share 5605547 63974374 D BGC Holdings Exchangeable Limited Partnership Interests 2023-07-01 4 D 0 63974374 D Class A or Class B Common Stock, par value $0.01 per share 63974374 0 D On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 143,885 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended (the "BGC Holdings Agreement"). The exchange rights with respect to the Interests were 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). Includes 143,885 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 143,885 non-exchangeable founding partner units for aggregate consideration of $285,421. Includes Interests that may 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 distribution rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012. On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 5,605,547 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the BGC Holdings Agreement and the Corporate Conversion Agreement. Includes 5,281,324 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement and the Corporate Conversion Agreement as a result of the redemption of 5,281,324 non-exchangeable founding partner units for an aggregate consideration of $9,430,351, and 324,223 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement and the Corporate Conversion Agreement for an aggregate consideration of $598,712 as a result of the exchange of 324,223 exchangeable founding partner units. /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 2023-07-03