0001437749-21-029183 4 1 20211222 20211223 20211223 LUTNICK HOWARD W 0001250975 4 34 000-28191 211517097 BGC Partners, Inc. 0001094831 6200 134063515 DE 1231 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 4 1 rdgdoc.xml FORM 4 FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to LUTNICK HOWARD W BGC Partners, Inc. [ BGCP Issuer (Check all ] applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O BGC PARTNERS, INC., 499 PARK Transaction (MM/DD/YYYY) (specify below) AVENUE 12/22/2021 Chairman and CEO (Street) 4. If Amendment, Date 6. Individual or NEW YORK, NY 10022 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or 5. Amount of Securities Beneficially 6. Ownership Form: Direct 7. Nature of Indirect Beneficial (Instr. 3) Deemed Code Disposed of (D) Owned Following Reported (D) or Indirect (I) Ownership (Instr. 4) Execution (Instr. 8) (Instr. 3, 4 and 5) Transaction(s) (Instr. 4) Date, if (Instr. 3 and 4) any (A) or Code V Amount (D) Price Class A Common Stock, par value 12/22/2021 A 2011731 (1) A (1) 16018790 (1) (2) D $0.01 per share Class A Common Stock, par value 11535623 (3) (4) (5) (6) I See $0.01 per share footnotes (3) (4) (5) (6) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) On December 22, 2021, BGC Partners, Inc. (the "Company") granted to the reporting person 2,011,731 shares of its Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), following the redemption and cancellation of an aggregate of 2,011,731 non-exchangeable limited partnership interests of BGC Holdings, L.P. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. (2) The shares of Class A Common Stock held directly by the reporting person after the transaction herein consists of (i) 7,045,069 shares held by the reporting person, and (ii) 8,973,721 shares receivable by the reporting person pursuant to deferred stock distribution rights provided to certain current and former partners of Cantor Fitzgerald, L.P. ("CFLP") on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares")(consisting of 7,742,325 April 2008 distribution rights shares and 1,231,396 February 2012 distribution rights shares). (3) The reporting person's indirect pecuniary interest in 11,535,623 shares of Class A Common Stock consists of (i) 2,050,197 April 2008 distribution rights shares receivable by CF Group Management, Inc. ("CFGM") and 160,675 February 2012 distribution rights shares receivable by CFGM, (ii) 4,154,302 shares of Class A common stock held in various trust, retirement and custodial accounts consisting of (A) 1,502,618 shares of Class A Common Stock held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (B) 1,000,000 shares of Class A Common Stock held in Mr. Lutnick's GRAT I account, of which he is the sole trustee, (C) 772,478 shares of Class A Common Stock held by a trust for the benefit of descendants of Mr. Lutnick and his immediate family (the "Trust"), of which Mr. Lutnick's wife is one of two trustees and Mr. Lutnick has limited powers to remove and replace such trustees, (D) 284,995 shares of Class A Common Stock held in a Keogh retirement account for Mr. (4) (continued from footnote 3) Lutnick (E) 539,202 shares of Class A Common Stock held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (F) 33,961 shares of Class A Common Stock held in an IRA retirement account, (G) 20,035 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, and (H) 1,013 shares of Class A common stock held in other retirement accounts for the benefit of Mr. Lutnick's spouse; (iii) 1,610,182 shares represented by April 2008 distribution rights shares receivable by the Trust, (iv) 5,548 shares (representing the proportional interest of the spouse of the reporting person in shares owned by LFA LLC ("LFA"), (v) 26,052 shares represented by such spouse's proportional interest in the distribution rights shares receivable by LFA (consisting of 23,780 April 2008 distribution rights shares and (5) (continued from footnote 4) 2,272 February 2012 distribution rights shares), (vi) 600,938 shares held by KBCR Management Partners, LLC ("KBCR"), (vii) 2,335,967 distribution rights shares receivable by KBCR (consisting of 2,048,000 April 2008 distribution rights shares and 287,967 February 2012 distribution rights shares), and (viii) 591,762 shares held in the reporting person's 401(k) account as of November 30, 2021. (6) CFGM is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUTNICK HOWARD W C/O BGC PARTNERS, INC. X X Chairman and CEO 499 PARK AVENUE NEW YORK, NY 10022 Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 12/23/2021 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.