X0202 4 2005-09-14 0 0001094831 ESPEED INC espd 0001024896 CANTOR FITZGERALD L P 110 EAST 59TH STREET NEW YORK NY 10022 0 0 1 0 Class A Common Stock, par value $0.01 per share 22626515 D Class B Common Stock, par value $0.01 per share Class A Common Stock, par value $0.01 per share 22090525 22090525 D Filed to indicate a change in form of beneficial ownership (from indirect to direct) with respect to certain shares as a result of a September 14, 2005 pro rata distribution from Cantor Fitzgerald Securities ("CFS") to Cantor Fitzgerald, L.P. ("CFLP") and CF Group Management, Inc. ("CFGM"), the partners of CFS, in the following manner: 535,990 shares of Class A Common Stock and 19,449,055 shares of Class B Common Stock to CFLP and 1,343 shares of Class A Common Stock and 48,745 shares of Class B Common Stock to CFGM. The change in form of ownership with respect to the shares subject to the pro rata distribution is exempt under Rule 16a-13 under the Securities Exchange Act of 1934, as amended. Shares consist of 535,990 shares of Class A Common Stock and 22,090,525 shares of Class B Common Stock. The shares of Class B Common Stock are convertible at any time on a one-for-one basis into shares of Class A Common Stock. Howard W. Lutnick, Chairman, President and Chief Executive Officer 2005-09-15