0000929638-23-001911.txt : 20230703 0000929638-23-001911.hdr.sgml : 20230703 20230703165055 ACCESSION NUMBER: 0000929638-23-001911 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: 231065727 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. BGC 0001024896 CANTOR FITZGERALD, L. P. C/O BGC GROUP, INC. 499 PARK AVENUE NEW YORK NY 10022 true false Class B Common Stock, par value $0.01 per share 2023-07-01 4 A 0 109097102 A 109097102 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. 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, 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 ("Class A Common Stock"), (ii) each share of BGC Partners Class B common stock, par value $0.01 per share, outstanding as of immediately prior to the Corporate Conversion was converted into one share of (Continued from footnote 1) BGC Group Class B common stock, par value $0.01 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") outstanding as of immediately prior to the Corporate Conversion was converted into one share of Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The transactions reported herein were approved by the Board of Directors of BGC Group and the Compensation Committee thereof. 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. Includes an aggregate of 15,756,625 shares of Class B Common Stock that may be distributed, or converted into shares of Class A Common Stock to be distributed, 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. Certain of the shares of Class B Common Stock issued to CFLP will exchange into shares of Class A Common Stock in the event that BGC Group does not issue at least $75,000,000 in Common Stock in connection with certain acquisition transactions prior to the seventh anniversary of the completion of the Corporate Conversion. /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 2023-07-03