X0303 4 2010-05-28 0001094831 BGC Partners, Inc. BGCP 0001024896 CANTOR FITZGERALD L P 499 PARK AVENUE NEW YORK NY 10022 1 0 1 0 Class A Common Stock par value $0.01 per share 2010-05-28 4 M 0 3500000 0 A 254617 D BGC Holdings Exchangeable Limited Partnership Interests 2010-05-28 4 M 0 3500000 0 D Class A Common Stock par value $0.01 per share 3500000 44763321 D On May 28, 2010, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 3,500,000 BGC Holdings, L.P. ("BGC Holdings") Exchangeable Limited Partnership Interests for 3,500,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. ("BGC Partners"). The exchange rights with respect to the BGC Holdings Exchangeable Limited Partnership Interests (the "Interests") owned by CFLP are exercisable at any time for shares of Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), of BGC Partners (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock, 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. Does not include the 3,500,000 shares of Class A Common Stock acquired upon exercise of the exchange rights with respect to the 3,500,000 Interests reported in this Form 4 because the 3,500,000 shares of Class A Common Stock were deemed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008. Does not reflect a decrease of 3,500,000 Interests due to the exercise of the exchange rights with respect to the 3,500,000 Interests reported in this Form 4 because such 3,500,000 Interests were assumed in previous reports to have been used to satisfy certain of CFLP's deferred stock distribution obligations. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to CFLP's deferred stock distribution obligations is 22,143,400. /s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President for CANTOR FITZGERALD, L.P. 2010-06-02