Form 4 for BGC BGC Group, Inc.
Accepted 2023-07-03 00:00:00 ET · period of report 2023-07-01 · accession 0000929638-23-001906 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-07-03 | 2023-07-01 | BGC | CF GROUP MANAGEMENT INC | Dir, Managing General Partner CFLP | D - Sale to Iss | — | -45.12M | 0 | -100% | — |
| DM | 2023-07-03 | 2023-07-01 | BGC | CF GROUP MANAGEMENT INC | Dir, Managing General Partner CFLP | D - Sale to Iss | — | -2.97M | 0 | -100% | — |
| DMI | 2023-07-03 | 2023-06-30 | BGC | CF GROUP MANAGEMENT INC | Dir, Managing General Partner CFLP | A - Grant | — | +5.75M | 63.97M | +10% | — |
| DI | 2023-07-03 | 2023-07-01 | BGC | CF GROUP MANAGEMENT INC | Dir, Managing General Partner CFLP | D - Sale to Iss | — | -63.97M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock, par value $0.01 per share | 2023-07-01 | D | D | 45,122,728 | — | 0 | I | — | — | (F2) (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. (F4) The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (F1) On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, |
| 2 | Common | Class A Common Stock, par value $0.01 per share | 2023-07-01 | D | D | 2,210,872 | — | 0 | D See footnotes | — | — | (F3) The shares of Class A Common Stock held directly by CF Group Management, Inc. ("CFGM") consist of 2,210,872 shares receivable by CFGM pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 2,050,197 April 2008 distribution rights shares and 160,675 February 2012 distribution rights shares). (F2) (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. (F1) On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, (F5) CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 3 | Common | Class B Common Stock, par value $0.01 per share | 2023-07-01 | D | D | 761,652 | — | 0 | D | — | — | (F2) (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. (F4) The shares of Class B Common Stock were convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (F1) On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, |
| 4 | Derivative | BGC Holdings Exchangeable Limited Partnership Interests | 2023-06-30 | A | A | 143,885 | — | 58,368,827 | I See footnotes | — · — to — | 143,885 Class A or Class B Common Stock, par value $0.01 per share | (F6) On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 143,885 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, as amended (the "BGC Holdings Agreement"). (F8) Includes 143,885 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement as a result of the redemption of 143,885 non-exchangeable founding partner units for aggregate consideration of $285,421. (F9) Includes Interests that may be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. (F5) CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. (F7) The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment). |
| 5 | Derivative | BGC Holdings Exchangeable Limited Partnership Interests | 2023-07-01 | D | D | 63,974,374 | — | 0 | I See footnotes | — · — to — | 63,974,374 Class A or Class B Common Stock, par value $0.01 per share | (F2) (Continued from footnote 1) (ii) each share of BGC Partners Class B common stock, par value $0.01 per share ("Class B Common Stock"), outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B common stock, par value $0.01 per share ("BGC Group Class B Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") (such interests collectively, "Interests") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Partners and the Compensation Committee thereof. (F1) On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023 (the "Corporate Conversion Agreement"). Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share ("Class A Common Stock") outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share, (F5) CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. (F7) The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment). |
| 6 | Derivative | BGC Holdings Exchangeable Limited Partnership Interests | 2023-06-30 | A | A | 5,605,547 | — | 63,974,374 | I See footnotes | — · — to — | 5,605,547 Class A or Class B Common Stock, par value $0.01 per share | (F10) On June 30, 2023, CFLP purchased from BGC Holdings an aggregate of 5,605,547 Interests in a transaction exempt pursuant to Rule 16b-3 under the Exchange Act, in accordance with the BGC Holdings Agreement and the Corporate Conversion Agreement. (F11) Includes 5,281,324 Interests purchased from BGC Holdings pursuant to Sections 12.02 and 12.03 of the BGC Holdings Agreement and the Corporate Conversion Agreement as a result of the redemption of 5,281,324 non-exchangeable founding partner units for an aggregate consideration of $9,430,351, and 324,223 Interests purchased from BGC Holdings pursuant to Section 8.08 of the BGC Holdings Agreement and the Corporate Conversion Agreement for an aggregate consideration of $598,712 as a result of the exchange of 324,223 exchangeable founding partner units. (F9) Includes Interests that may be exchanged for an aggregate of 15,756,625 shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. (F5) CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose. (F7) The exchange rights with respect to the Interests were exercisable at any time for shares of Class B Common Stock (or, at CFLP's option, shares of Class A Common Stock), on a one-for-one basis (subject to adjustment). |