BGC (BGC) Form 3 BGC / Brandon Lutnick ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

499 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2025

3. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	8,758(1)	D
Class A Common Stock, par value $0.01 per share	1,974,316	I	See footnotes(2)(5)
Class B Common Stock, par value $0.01 per share	4,119,184	I	See footnotes(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of 8,758 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of BGC Group, Inc. (the "Company") held in a custodial account for the benefit of the reporting person under the Uniform Gifts to Minors Act.

2. Consists of 1,974,316 shares of Class A Common Stock held indirectly, consisting of (i) 600,938 shares of Class A Common Stock held by KBCR Management Partners, LLC ("KBCR") of which the reporting person is the manager, (ii) 50,240 shares of Class A Common Stock held by LFA LLC ("LFA") of which the reporting person is the manager, (iii) 792,598 shares of Class A Common Stock held by various trust accounts (the "Descendants Trusts") of which the reporting person is trustee with decision making control, and (iv) 530,540 shares of Class A Common Stock held by various trust accounts (together with the Descendants Trusts, the "Trusts") of which the reporting person is trustee with decision making control.

3. Consists of 4,119,184 shares of the Company's Class B Common Stock held indirectly, consisting of (i) 1,610,182 shares of Class B common stock, par value $0.01 per share, of the Company ("Class B Common Stock") held by a limited liability company (the "LLC Holder") of which the reporting person is the manager, (ii) 2,335,967 shares of Class B Common Stock held by KBCR, and (iii) 173,035 shares of Class B Common Stock held by LFA.

4. 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. Shares of Class A Common Stock and Class B Common Stock held by LLC Holder, KBCR, LFA, and the Trusts are included on this report because of the reporting person's position as the manager or trustee of each entity as described in Footnote 2 and 3 above. The reporting person disclaims beneficial ownership of all securities held by LLC Holder, KBCR, LFA, and the Trusts 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 securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose.

	/s/ Brandon Lutnick, Director	02/21/2025
	** 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 5 (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).
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