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Stock Transactions and Unit Redemptions

9 Months Ended

Sep. 30, 2019

6.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of BGC Class A common stock outstanding were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Shares outstanding at beginning of period		297,871,034			290,909,843			291,474,768			256,968,372
Share issuances:
Redemptions/Exchanges of limited partnership interests¹		4,001,618			2,474,658			9,701,674			9,949,679
Vesting of RSUs		61,851			82,345			383,357			464,019
Acquisition related issuances		348,797			78,678			848,246			1,083,150
Compensation awards		—			—			—			979,344
Other issuances of BGC Class A common stock		53,810			23,767			162,237			72,182
Issuance of BGC Class A common stock for general corporate purposes		—			—			—			24,923,714
Treasury stock repurchases		—			(8,263	)		(233,172	)		(734,802	)
Forfeitures of restricted BGC Class A common stock		(22,046	)		(49,189	)		(22,046	)		(193,819	)
Shares outstanding at end of period		302,315,064			293,511,839			302,315,064			293,511,839

Included in redemption/exchanges of limited partnership interests for the three and nine months ended September 30, 2019, are 2.8 million shares of BGC Class A common stock granted in connection with the cancellation of 3.2 million LPUs, and 5.2 million shares of BGC Class A common stock granted in connection with the cancellation of 5.8 million LPUs, respectively. No shares of BGC Class A common stock were granted during the three and nine months ended September 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 shares of BGC Class A common stock 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 BGC Class B common stock during the three and nine months ended September 30, 2019 and 2018. As of September 30, 2019 and December 31, 2018, there were 45,884,380 shares of BGC Class B common stock outstanding.

Controlled Equity Offering

On April 12, 2017, the Company entered into the April 2017 Sales Agreement. Shares of BGC 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 March 31, 2018, the Company had sold all 20 million shares of BGC Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into the March 2018 Sales Agreement. Proceeds from shares of BGC 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 (for the period following the Newmark IPO and prior to the Spin-Off of Newmark), 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 September 30, 2019, the Company has sold 17,401,431 shares of BGC 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 BGC 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 September 30, 2019, the Company had $256.9 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 units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the partnership units exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2019 were as follows:

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
July 1, 2019—September 30, 2019		73,295		5.24
Total Redemptions		1,373,472	$	5.92
Repurchases ^{3, 4}
January 1, 2019—March 31, 2019		233,172	$	5.30
April 1, 2019—June 30, 2019		—		—
July 1, 2019—September 30, 2019		—		—
Total Repurchases		233,172		5.30
Total Redemptions and Repurchases		1,606,644	$	5.83	$	256,882,218

During the three months ended September 30, 2019, the Company redeemed 36 thousand LPUs at an aggregate redemption price of $188 thousand for an average price of $5.19 per unit and 37 thousand FPUs at an aggregate redemption price of $196 thousand for an average price of $5.28 per unit. During the three months ended September 30, 2018, the Company redeemed 2.1 million LPUs at an aggregate redemption price of $23.5 million for an average price of $11.26 per unit and 18 thousand FPUs at an aggregate redemption price of $220 thousand for an average price of $12.33 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 2.8 million shares of BGC Class A common stock during the three months ended September 30, 2019, nor the partnership units exchanged for 1.2 million and 0.5 million shares of BGC Class A common stock during the three months ended September 30, 2019 and 2018, respectively. No units were redeemed/cancelled in connection with the grant of BGC Class A common stock during the three months ended September 30, 2018.

^{During the nine months ended September 30, 2019, the Company redeemed 1.3 million LPUs at an aggregate redemption price of $7.9 million for an average price of $5.94 per unit and 42 thousand FPUs at an aggregate redemption price of $226 thousand for an average price of $5.35 per unit. During the nine months ended September 30, 2018, the Company redeemed 8.0 million LPUs at an aggregate redemption price of $103.5 million for an average price of $12.89 per unit and 0.1 million FPUs at an aggregate redemption price of $1.3 million for an average price of $12.98 per unit. Of the 1.4 million units redeemed above, during the nine months ended September 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 table above does not include units redeemed/cancelled in connection with the grant of 5.2 million shares of Class A common stock during the nine months ended September 30, 2019, nor the partnership units exchanged for 3.6 million and 2.3 million shares of BGC Class A common stock during the nine months ended September 30, 2019 and 2018, respectively. No units were redeemed/cancelled in connection with the grant of BGC Class A common stock during the nine months ended September 30, 2018.}

The Company did not repurchase any shares of BGC Class A common stock during the three months ended September 30, 2019. During the three months ended September 30, 2018, the Company repurchased 8 thousand shares of BGC Class A common stock at an aggregate purchase price of $95 thousand for an average price of $11.48 per share.

⁴

During the nine months ended September 30, 2019, the Company repurchased 0.2 million shares of BGC Class A common stock at an aggregate purchase price of $1.2 million for an average price of $5.30 per share. During the nine months ended September 30, 2018, the Company repurchased 0.7 million shares of BGC Class A common stock at an aggregate purchase price of $9.8 million for an average price of $13.35 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):

	Nine Months Ended September 30,
	2019			2018
Balance at beginning of period	$	24,706		$	46,415
Consolidated net income allocated to FPUs		1,942			7,224
Earnings distributions		(1,297	)		(2,380	)
FPUs exchanged		(733	)		(767	)
FPUs redeemed		(58	)		(222	)
Balance at end of period	$	24,560		$	50,270