SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last)

(First)

(Middle)

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BGC Partners, Inc. [ BGCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check 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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share⁽¹⁾	07/21/2014		D		1,857,743⁽¹⁾	D	$7.74⁽¹⁾	0⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
BGC Holdings Exchangeable Limited Partnership Interests⁽¹⁾	⁽⁴⁾	07/21/2014		A⁽¹⁾		3,142,257⁽¹⁾⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Class A or Class B Common Stock, par value $0.01 per share⁽⁴⁾	3,142,257⁽¹⁾⁽⁵⁾	$3.96⁽¹⁾⁽⁵⁾	37,045,689⁽⁶⁾	D
BGC Holdings Exchangeable Limited Partnership Interests⁽¹⁾	⁽⁴⁾	07/21/2014		D⁽¹⁾			3,142,257⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Class A or Class B Common Stock, par value $0.01 per share⁽⁴⁾	3,142,257⁽¹⁾	$7.74⁽¹⁾	33,903,432⁽⁶⁾⁽⁷⁾	D

Explanation of Responses:

1. On July 21, 2014, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings") an aggregate of 3,142,257 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Agreement of Limited Partnership of BGC Holdings, as amended and restated as of March 31, 2008 (as further amended from time to time, the "BGC Holdings Agreement"). On July 21, 2014, all 3,142,357 Interests as well as 1,857,743 shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. ("BGC Partners") were sold by CFLP to BGC Partners in transactions exempt pursuant to Rule 16b-3 under the Exchange Act at a price equal to the closing price per share of the Class A Common Stock on the date of the sales.

2. Does not include an aggregate of 1,458,378 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to 1,458,378 Interests, because such aggregate 1,458,378 shares of Class A Common Stock were assumed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations.

3. As of the date of this report, an aggregate of 16,337,879 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 (14,533,395 remaining shares) and (ii) shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012 (1,804,484 remaining shares).

4. The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of BGC Partners (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock, shares of Class A Common Stock) on a one-for-one basis (subject to adjustment). 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.

5. Includes 1,371,058 Interests purchased from BGC Holdings as a result of the redemption of 1,371,058 former employee partners non-exchangeable founding partner units, and 1,771,199 Interests purchased from BGC Holdings pursuant to the Sixth Amendment to the BGC Holdings Agreement as result of the redemption of 1,771,199 non-exchangeable founding partner units, at an aggregate net purchase price of $10,605,549.

6. Does not include exchange rights with respect to an aggregate of 13,021,758 Interests assumed in previous reports to have been exercised for shares of Class A Common Stock plus an additional 1,857,743 Interests to be exercised for shares of Class A Common Stock (for an aggregate of 14,879,501 Interests) to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012.

7. As of the date of this report, the aggregate 16,337,879 remaining shares of Class A Common Stock subject to CFLP's deferred share distribution obligations are assumed to be funded with (i) 1,458,378 shares of Class A Common Stock acquired by CFLP upon the previous exercise of exchange rights with respect to 1,458,378 Interests, and (ii) the future exercise of exchange rights with respect to 14,879,501 Interests for 14,879,501 shares of Class A Common Stock. As of the date of this report, CFLP held an aggregate of 48,782,933 Interests.

	/s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President for Cantor Fitzgerald, L.P.	07/23/2014
	** Signature of Reporting Person	Date
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