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)
05/05/2011

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	05/05/2011		M⁽¹⁾⁽²⁾		9,000,000⁽¹⁾⁽²⁾	A	$0⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾⁽³⁾	D⁽¹⁾⁽²⁾⁽³⁾

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 Exchange-able Limited Partnership Interests	⁽²⁾	05/05/2011		M⁽¹⁾⁽²⁾			9,000,000	⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01 per share⁽²⁾	9,000,000	$0⁽¹⁾⁽²⁾	47,279,178⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	D
BGC Holdings Exchange-able Limited Partnership Interests	⁽²⁾	05/06/2011		M⁽²⁾⁽⁶⁾			9,000,000	⁽²⁾	⁽²⁾	Class B Common Stock, par value $0.01 per share⁽²⁾	9,000,000	$0⁽²⁾⁽⁶⁾	38,279,178⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Class B Common Stock, par value $0.01 per share	⁽²⁾	05/06/2011		M⁽²⁾⁽⁶⁾		9,000,000		⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01 per share⁽²⁾	9,000,000	$0⁽²⁾⁽⁶⁾	34,799,362	D

Explanation of Responses:

1. On May 5, 2011, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 9,000,000 BGC Holdings, L.P. ("BGC Holdings") Exchangeable Limited Partnership Interests for 9,000,000 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. ("BGC Partners").

2. The exchange rights with respect to the BGC Holdings Exchangeable Limited Partnership Interests (the "Interests") owned by CFLP 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.

3. Does not include (i) 780,646 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to 780,646 Interests on May 28, 2010 and (ii) the 9,000,000 shares of Class A Common Stock acquired upon exercise of the exchange rights with respect to the 9,000,000 Interests on May 5, 2011, because such aggregate 9,780,646 shares of Class A Common Stock were assumed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008.

4. Does not reflect a decrease of 9,000,000 Interests, which otherwise would have resulted from the exercise of the exchange rights with respect to the 9,000,000 Interests for 9,000,000 shares of Class A Common Stock on May 5, 2011, because such 9,000,000 Interests were not included as beneficially owned in previous reports because they were assumed to have been exchanged and the resulting shares of Class A Common Stock used to satisfy certain of CFLP's deferred stock distribution obligations. (continue to footnote 5)

5. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to CFLP's deferred stock distribution obligations is 19,363,672, which is assumed to be funded with (i) 780,646 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to 780,646 Interests on May 28, 2010, (ii) the 9,000,000 shares of Class A Common Stock acquired by CFLP upon exercise of exchange rights with respect to 9,000,000 Interests on May 5, 2011, and (iii) the future exercise of exchange rights with respect to 9,583,026 Interests for 9,583,026 shares of Class A Common Stock (which Interests are also not included in the 47,279,178 Interests set forth above in Column 9 of Table II). After the exercise of the exchange rights with respect to the 9,000,000 Interests for 9,000,000 shares of Class A Common Stock on May 5, 2011, CFLP actually held an aggregate of 56,862,204 Interests.

6. On May 6, 2011, CFLP exercised exchange rights with respect to 9,000,000 Interests for 9,000,000 shares of Class B Common Stock, resulting in a 9,000,000 decrease in its reported beneficial ownership of Interests (from 47,279,178 to 38,279,178). After the exercise of the exchange rights with respect to the 9,000,000 Interests for 9,000,000 shares of Class B Common Stock on May 6, 2011, CFLP actually held an aggregate of 47,862,204 Interests.

	/s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President for CANTOR FITZGERALD, L.P.	05/09/2011
	** Signature of Reporting Person	Date
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