X0303 4 2010-05-06 0001094831 BGC Partners, Inc. BGCP 0001251145 CF GROUP MANAGEMENT INC 499 PARK AVENUE NEW YORK NY 10022 1 0 1 0 Class A Common Stock, par value $0.01 per share 2439009 D Class A Common Stock, par value $0.01 per share 2010-05-06 4 C 0 600000 0 A 404030 I See footnote Class B Common Stock, par value $0.01 per share Class A Common Stock, par value $0.01 per share 48745 48745 D Class B Common Stock, par value $0.01 per share 2010-05-06 4 C 0 600000 0 D Class A Common Stock, par value $0.01 per share 600000 25799362 I See footnote On May 6, 2010, 600,000 shares of Class B Common Stock were converted into 600,000 shares of Class A Common Stock by Cantor Fitzgerald, L.P. ("CFLP"), of which 554,947 shares were distributed by CFLP on May 7, 2010 to certain current and former partners of CFLP to satisfy certain of CFLP's deferred stock distribution obligations provided to such partners on April 1, 2008. After the distribution of the aggregate 554,947 shares of Class A Common Stock, the aggregate number of remaining shares of Class A Common Stock subject to deferred stock distribution obligations that CFLP is required to distribute to current and former CFLP partners is 22,225,022. CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such shares in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. 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. /s/ Howard W. Lutnick, President 2010-05-10