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Stock Transactions and Unit Redemptions

6 Months Ended

Jun. 30, 2020

7.	Stock Transactions and Unit Redemptions

Class A Common Stock

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Shares outstanding at beginning of period		311,059		293,382		307,915		291,475
Share issuances:
Redemptions/exchanges of limited partnership interests¹		1,969		3,880		4,074		5,700
Vesting of RSUs		103		81		800		322
Acquisitions		15		481		285		499
Other issuances of BGC Class A common stock		177		47		249		108
Treasury stock repurchases		—		—		—		(233	)
Shares outstanding at end of period		313,323		297,871		313,323		297,871

Included in redemptions/exchanges of limited partnership interests for the three months ended June 30, 2020 and 2019 are 0.7 million shares of BGC Class A common stock granted in connection with the cancellation of 0.6 million LPUs, and 2.3 million shares of BGC Class A common stock granted in connection with the cancellation of 2.5 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests for the six months ended June 30, 2020 and 2019 are 2.1 million shares of BGC Class A common stock granted in connection with the cancellation of 2.1 million LPUs, and 2.4 million shares of BGC Class A common stock granted in connection with the cancellation of 2.6 million LPUs, respectively. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding.

Class B Common Stock

The Company did not issue any shares of BGC Class B common stock during the three and six months ended June 30, 2020 and 2019. As of June 30, 2020 and December 31, 2019, there were 45,884,380 shares of BGC Class B common stock outstanding.

CEO Program

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 the March 2018 Sales Agreement may be used for the repurchase of shares and the redemptions of limited partnership interests in BGC Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the March 2018 Sales Agreement, the Company has agreed to pay CF&Co up to 2% of the gross proceeds from the sale of shares. The Company did not sell any shares under the March 2018 Sales Agreement during the three months ended June 30, 2020. During the six months ended June 30, 2020, the Company sold 0.2 million shares under the March 2018 Sales Agreement for aggregate proceeds of $0.7 million, at a weighted-average price of $4.04 per share. As of June 30, 2020, the Company had sold 17.6 million shares of BGC Class A common stock (or $210.6 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 June 30, 2020, the Company had $255.4 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 three and six months ended June 30, 2020 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
Redemptions^1,2
January 1, 2020—March 31, 2020		235	$	4.30
April 1, 2020—June 30, 2020		103		3.05
Total Redemptions		338	$	3.92
Repurchases^3,4
January 1, 2020—March 31, 2020		—	$	—
April 1, 2020—June 30, 2020		—		—
Total Repurchases		—		—
Total Redemptions and Repurchases		338	$	3.92	$	255,365

During the three months ended June 30, 2020, the Company redeemed 0.1 million LPUs at an aggregate redemption price of $0.3 million for an average price of $3.05 per unit. During the three months ended June 30, 2020, the Company redeemed 1 thousand FPUs at an aggregate redemption price of $4 thousand for an average price of $3.07 per unit. 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 a weighted-average price of $5.44

per unit and 2.8 thousand FPUs at an aggregate redemption price of $16 thousand for a weighted-average price of $5.79 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 0.7 million and 2.3 million shares of BGC Class A common stock during the three months ended June 30, 2020 and 2019, respectively, nor the limited partnership interests exchanged for 1.3 million and 1.6 million shares of BGC Class A common stock during the three months ended June 30, 2020 and 2019, respectively.

During the six months ended June 30, 2020, the Company redeemed 0.3 million LPUs at an aggregate redemption price of $1.3 million for an average price of $3.92 per unit. During the six months ended June 30, 2020, the Company redeemed 1 thousand FPUs at an aggregate redemption price of $4 thousand for an average price of $3.07 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 a weighted-average price of $5.96 per unit and 5.1 thousand FPUs at an aggregate redemption price of $30 thousand for a weighted-average price of $5.94 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 2.1 million and 2.4 million shares of BGC Class A common stock during the six months ended June 30, 2020 and 2019, respectively, nor the limited partnership interests exchanged for 1.8 million and 2.5 million shares of BGC Class A common stock during the six months ended June 30, 2020 and 2019, respectively.

³	The Company did not repurchase any shares of BGC Class A common stock during the three and six months ended June 30, 2020.

⁴

The Company did not repurchase any shares of BGC Class A common stock during the three months ended June 30, 2019. During the six months ended June 30, 2019, the Company repurchased 0.2 million shares of BGC Class A common stock at an aggregate price of $1.2 million for a weighted-average price of $5.30 per share.

Redeemable Partnership Interest

The changes in the carrying amount of FPUs were as follows (in thousands):

	Six Months Ended June 30,
	2020			2019
Balance at beginning of period	$	23,638		$	24,706
Consolidated net income allocated to FPUs		255			1,297
Earnings distributions		—			(721	)
FPUs exchanged		(470	)		(343	)
FPUs redeemed		(80	)		(10	)
Balance at end of period	$	23,343		$	24,929