Howard W Lutnick Form 4 BGC Partners / HOWARD W LUTNICK 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^*

LUTNICK HOWARD W

(Last) (First) (Middle)

C/O BGC PARTNERS, INC.

499 PARK AVENUE

(Street)

NEW YORK NY 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
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2019

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	09/23/2019		G(1)	V	4,505	D	$0	10,991,531(1)(2)(3)(4)(5)	I	See footnotes(1)(2)(3)(4)(5)
Class A Common Stock, par value $0.01 per share								14,007,059(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a gift of BGC Partners, Inc. Class A common stock, par value $0.01 per share (the "Class A Common Stock"), by the reporting person's personal asset trust to a charitable organization.

2. The reporting person's indirect pecuniary interest in 10,991,531 shares of Class A Common Stock following each of such gifts represented herein consists of (i) 2,050,197 shares receivable by CF Group Management, Inc. ("CFGM") 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 160,675 shares receivable by CFGM pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on February 14, 2012 ("February 2012 distribution rights shares"), (ii) 3,668,826 shares held in various trust, retirement and custodial accounts of the reporting person (consisting of (A) 2,099,095 shares held in a personal asset trust, of which the reporting person is sole trustee, (B) 716,659 shares held by a trust (the "Trust"), for the benefit of the descendants of the reporting person and his immediate

3. (continued from footnote 2) family, of which the reporting person's spouse is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (C) 264,402 shares held in a Keogh retirement account for the reporting person, (D) 538,576 shares held by trust accounts for the benefit of the reporting person and members of his immediate family, (E) 31,507 shares held in other retirement accounts, and (F) 18,587 shares held in custodial accounts for the benefit of certain members of the reporting person's family under the United Gifts to Minors Act); (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

4. (continued from footnote 3) and 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) 533,146 shares held in the reporting person's 401(k) account as of September 30, 2019.

5. 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.

6. The shares of Class A Common Stock held directly by the reporting person consists of (i) 5,033,338 shares held by the reporting person, and (ii) 8,973,721 shares represented by deferred stock receivable by the reporting person (consisting of 7,742,325 April 2008 distribution rights shares and 1,231,396 February 2012 distribution rights shares).

	/s/ Howard W. Lutnick	10/04/2019
	** 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).
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