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Stock Transactions and Unit Redemptions

12 Months Ended

Dec. 31, 2019

7.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the years ended December 31, 2019 and 2018 were as follows (in thousands):

	Year Ended December 31,
	2019			2018
Shares outstanding at beginning of period		291,475			256,968
Share issuances:
Redemption/exchanges of limited partnership interests¹		15,008			18,288
Issuance of Class A common stock for general corporate purposes		—			24,924
Deferred stock awards		—			979
Vesting of restricted stock units (RSUs)		435			528
Acquisitions		1,039			1,744
Other issuances of Class A common stock		213			101
Exchange from Class A to Class B common stock		—			(11,036	)
Treasury stock repurchases		(233	)		(789	)
Forfeitures of restricted Class A common stock		(22	)		(232	)
Shares outstanding at end of period		307,915			291,475

Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2019, are 10.1 million shares of BGC Class A common stock granted in connection with the cancellation of 11.5 million LPUs. Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2018, are 6.8 million shares of BGC Class A common stock granted in connection with the cancellation of 7.6 million LPUs. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemption/exchange in connection with the issuance of Class A common shares would not impact the fully diluted number of shares and units outstanding.

Class B Common Stock

Exchange of BGC Class A Common Stock for BGC Class B Common Stock

On November 23, 2018, pursuant to the Class B Issuance, BGC issued 10,323,366 shares of BGC Class B common stock to Cantor and 712,907 shares of BGC Class B common stock to CFGM, an affiliate of Cantor, in each case in exchange for shares of BGC Class A common stock from Cantor and CFGM, respectively, on a one-to-one basis pursuant to Cantor’s and CFGM’s right to exchange such shares under the Exchange Agreement. Pursuant to the Exchange Agreement, no additional consideration was paid to BGC by Cantor or CFGM for the Class B Issuance. The Class B Issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2019. As of December 31, 2019 and 2018, there were 45,884,380 shares, respectively, of BGC Class B common stock outstanding.

CEO Program

In November 2014, the Company entered into the November 2014 Sales Agreement, pursuant to which the Company offered and sold up to an aggregate of 20 million shares of BGC Class A common stock. Shares of the Company’s Class A common stock sold under its CEO Program sales agreements are used for redemptions and exchanges of limited partnership interests in BGC Holdings as well as for general corporate purposes. Under this Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of December 31, 2017, the Company had sold all 20 million shares of BGC Class A common stock under the November 2014 Sales Agreement.

On April 12, 2017, the Company entered into the April 2017 Sales Agreement. Shares of BGC Class A common stock sold under this Agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. Under this Agreement, the Company and Cantor have agreed to the same terms stated above. 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, pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock. Proceeds from shares of BGC Class A common stock sold under this 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), 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 December 31, 2019, the Company had 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 Program sales agreements, see Note 14—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board 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 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 December 31, 2019, the Company had $256.7 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 limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2019 were as follows (in thousands, except for weighted-average price data):

Period	Total Number of Units Redeemed or Shares Repurchased		Weighted- Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Program
Redemptions¹
January 1, 2019—March 31, 2019		1,203	$	6.00
April 1, 2019—June 30, 2019		97		5.45
July 1, 2019—September 30, 2019		73		5.24
October 1, 2019—December 31, 2019		35		5.57
Total Redemptions		1,408	$	5.91
Repurchases²
January 1, 2019—March 31, 2019		233	$	5.30
April 1, 2019—June 30, 2019		—		—
July 1, 2019—September 30, 2019		—		—
October 1, 2019—December 31, 2019		—		—
Total Repurchases		233	$	5.30
Total Redemptions and Repurchases		1,641	$	5.82	$	256,691

^{During the year ended December 31, 2019, the Company redeemed 1.4 million LPUs at an aggregate redemption price of $8.0 million for a weighted-average price of $5.92 per unit and 56.9 thousand FPUs at an aggregate redemption price of $320.6 thousand for a weighted-average price of $5.64 per unit. During the year ended December 31, 2018, the Company redeemed 9.2 million LPUs at an aggregate redemption price of $116.5 million for a weighted-average price of $12.61 per unit and approximately 108.9 thousand FPUs at an aggregate redemption price of $1.4 million for a weighted-average price of $12.86 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 10.1 million shares and 6.8 million shares of BGC Class A common stock during the years ended December 31, 2019 and 2018, respectively, nor the limited partnership interests exchanged for 4.4 million and 2.6 million shares of BGC Class A common stock during the years ended December 31, 2019 and 2018, respectively.}

⁴

^{During the year ended December 31, 2019, the Company repurchased 0.2 million shares of BGC Class A common stock at an aggregate price of $1.2 million for weighted-average price of $5.30 per share. During the year ended December 31, 2018, the Company repurchased approximately 0.8 million shares of BGC Class A common stock at an aggregate price of $10.4 million for a weighted-average price of $13.23 per share.}

Redeemable Partnership Interest

The changes in the carrying amount of FPUs for the years ended December 31, 2019 and 2018 were as follows (in thousands):

	Year Ended December 31,
	2019			2018
Balance at beginning of period	$	24,706		$	46,415
Consolidated net income allocated to FPUs		1,942			8,135
Spin-Off		—			(22,994	)
Earnings distributions		(1,942	)		(5,399	)
FPUs exchanged		(980	)		(1,192	)
FPUs redeemed		(88	)		(259	)
Balance at end of period	$	23,638		$	24,706