Howard W Lutnick Form 4 XBP Europe / FITZGERALD, L. P. CANTOR ownership change

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^*

CFAC Holdings VIII, LLC.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XBP Europe Holdings, Inc. [ XBP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common stock(1)	12/14/2023		S		23,159	D	$10.6(3)	6,679,421	D(2)
Common stock(1)	12/14/2023		S		40,847	D	$11.2(4)	6,638,574	D(2)
Common stock(1)	12/14/2023		S		36,670	D	$12.21(5)	6,601,904	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

CFAC Holdings VIII, LLC.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LUTNICK HOWARD W

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

2. CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.97, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

4. The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.90, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

5. The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.94, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

	/s/ Howard Lutnick	12/18/2023
	/s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VIII, LLC	12/18/2023
	/s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P.	12/18/2023
	/s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc.	12/18/2023
	** Signature of Reporting Person	Date
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