X0306 4 2017-11-07 0001094831 BGC Partners, Inc. BGCP 0001024896 CANTOR FITZGERALD, L. P. 499 PARK AVENUE NEW YORK NY 10022 1 1 BGC Holdings Exchangeable Limited Partnership Interests 2017-11-07 4 A 0 1179788 A Class A or Class B Common Stock, par value $0.01 per share 1179788 36549932 D On November 7, 2017, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings"), an aggregate of 1,179,788 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 Agreement of Limited Partnership of BGC Holdings, as amended and restated as of March 31, 2008 (as further amended from time to time, the "BGC Holdings Agreement"). The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock available, 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. Includes 823,178 Interests purchased from BGC Holdings as a result of the redemption of the 823,178 non-exchangeable founding partner units for an aggregate consideration of $2,828,629, and 356,610 Interests purchased from BGC Holdings pursuant to the Sixth Amendment of the BGC Holdings Agreement as a result of the exchange of 356,610 non-exchangeable founding partner units, at an aggregate consideration of $1,091,175. As of the date of this report, an aggregate of 15,813,032 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) 14,033,084 shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 and (ii) 1,779,948 shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012. Does not include exchange rights with respect to an aggregate of 15,813,032 Interests assumed to have been exercised for 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. As of the date of this report, CFLP held an aggregate of 52,362,964 Interests. /s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President 2017-11-09