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Stock Transactions and Unit Redemptions

6 Months Ended

Jun. 30, 2019

6.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding were as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Shares outstanding at beginning of period		293,382,378		279,279,244			291,474,768			256,968,372
Share issuances:
Redemptions/Exchanges of limited partnership interests¹		3,879,468		4,687,831			5,700,056			7,475,021
Vesting of RSUs		81,171		100,790			321,506			381,674
Acquisition related issuances		481,232		687,376			499,449			1,004,472
Compensation awards		—		—			—			979,344
Other issuances of Class A common stock		46,785		25,771			108,427			48,415
Issuance of Class A common stock for general corporate purposes		—		7,000,000			—			24,923,714
Treasury stock repurchases		—		(726,539	)		(233,172	)		(726,539	)
Forfeitures of restricted Class A common stock		—		(144,630	)		—			(144,630	)
Shares outstanding at end of period		297,871,034		290,909,843			297,871,034			290,909,843

Included in redemption/exchanges of limited partnership interests for the three and six months ended June 30, 2019, are 2,498,523 LPUs that were cancelled in connection with the grant of 2,283,447 shares of Class A common stock, and 2,608,523 LPUs that were cancelled in connection with the grant of 2,377,007 shares of Class A common stock, respectively. No shares of Class A common stock were granted during the three and six months ended June 30, 2018, in connection with the cancelation of LPUs. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions or exchanges in connection with the issuance of Class A common shares would not materially impact the fully diluted number of shares and units outstanding.

Class B Common Stock

The Company did not issue any shares of Class B common stock during the three and six months ended June 30, 2019 and 2018. As of June 30, 2019 and December 31, 2018, there were 45,884,380 shares of the Company’s Class B common stock outstanding.

Controlled Equity Offering

On April 12, 2017, the Company entered into a Controlled Equity Offering sales agreement with CF&Co, pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under this CEO sales agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of the Company. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of June 30, 2018, the Company had sold all 20 million shares of Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into a new CEO sales agreement with CF&Co, pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of Class A common stock. Proceeds from shares of the Company’s Class A common stock sold under this CEO sales agreement may be used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. Under this agreement, the Company and Cantor have agreed to the same terms as stated above. As of June 30, 2019, the Company has sold 17,401,431 shares of Class A common stock (or

$209.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO sales agreements, see Note 13—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On August 1, 2018, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of June 30, 2019, the Company had $257.3 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The table below represents the gross unit redemptions and share repurchases of the Company’s Class A common stock during the three and six months ended June 30, 2019:

Period	Total Number of Units Redeemed or Shares Repurchased		Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Plan
Redemptions^{1, 2}
January 1, 2019—March 31, 2019		1,202,948	$	6.00
April 1, 2019—June 30, 2019		97,229		5.45
Total Redemptions		1,300,177	$	5.96
Repurchases ^{3, 4}
January 1, 2019—March 31, 2019		233,172	$	5.30
April 1, 2019—June 30, 2019		—		—
Total Repurchases		233,172		5.30
Total Redemptions and Repurchases		1,533,349	$	5.86	$	257,265,928

During the three months ended June 30, 2019, the Company redeemed 0.1 million LPUs at an aggregate redemption price of $0.5 million for an average price of $5.44 per unit and 2.8 thousand FPUs at an aggregate redemption price of $16.0 thousand for an average price of $5.79 per unit. During the three months ended June 30, 2018, the Company redeemed 4.2 million LPUs at an aggregate redemption price of $55.3 million for an average price of $13.10 per unit and 0.1 million FPUs at an aggregate redemption price of $1.0 million for an average price of $13.09 per unit.

^{During the six months ended June 30, 2019, the Company redeemed 1.3 million LPUs at an aggregate redemption price of $7.7 million for an average price of $5.96 per unit and 5.1 thousand FPUs at an aggregate redemption price of $30.0 thousand for an average price of $5.94 per unit. During the six months ended June 30, 2018, the Company redeemed 5.9 million LPUs at an aggregate redemption price of $80.0 million for an average price of $13.46 per unit and 0.1 million FPUs at an aggregate redemption price of $1.1 million for an average price of $13.13 per unit. Of the 1.3 million units redeemed above, during the six months ended June 30, 2019, 0.9 million units were redeemed using cash from our CEO program, and therefore did not materially impact the fully diluted number of shares and units outstanding or our liquidity position.}

The Company did not repurchase any shares of its Class A common stock during the three months ended June 30, 2019. During the three months ended June 30, 2018, the Company repurchased 0.7 million shares of its Class A common stock at an aggregate purchase price of $9.7 million for an average price of $13.37 per share.

⁴

During the six months ended June 30, 2019, the Company repurchased 0.2 million shares of its Class A common stock at an aggregate purchase price of $1.2 million for an average price of $5.30 per share. During the six months ended June 30, 2018, the Company repurchased 0.7 million shares of its Class A common stock at an aggregate purchase price of $9.7 million for an average price of $13.37 per share.

Following the Spin-Off, external data providers have restated the historical prices of BGCP. As such, the nominal prices listed in the footnotes above may not match the historical prices listed on such data services following the Spin-Off.

Redeemable Partnership Interest

The changes in the carrying amount of redeemable partnership interest were as follows (in thousands):

	Six Months Ended June 30,
	2019			2018
Balance at beginning of period	$	24,706		$	46,415
Consolidated net income allocated to FPUs		1,297			2,380
Earnings distributions		(721	)		(1,009	)
FPUs exchanged		(343	)		(494	)
FPUs redeemed		(10	)		(178	)
Other		—			2
Balance at end of period	$	24,929		$	47,116