InsiderTrades

Form 4 for BGC BGC Group, Inc.

Accepted 2023-07-03 00:00:00 ET · period of report 2023-07-02 · accession 0000929638-23-001929 · 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
2023-07-03 2023-07-02 BGC LUTNICK HOWARD W COB, CEO, Dir, 10% J - Other — +8.97M 8.97M New —
MI 2023-07-03 2023-07-02 BGC LUTNICK HOWARD W COB, CEO, Dir, 10% J - Other — -9.57M 94.10M -9% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class B Common Stock, par value $0.01 per share 2023-07-02 J A 8,973,721 — 8,973,721 D See footnotes — — (F2) On July 2, 2023, CFLP authorized the distribution of an aggregate of 15,756,625 shares of Class B Common Stock in satisfaction of its deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. 15,350,824 of such shares will remain Class B Common Stock in the hands of the recipient, and 405,801 of such shares will convert into an equivalent number of shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), in the hands of the recipient pursuant to the terms of the BGC Group, Inc. Amended and Restated Certificate of Incorporation. (F1) As discussed in footnote 2 below, on July 2, 2023, Cantor Fitzgerald, L.P. ("CFLP") authorized the distribution of an aggregate of 15,756,625 shares of BGC Group, Inc. Class B common stock, par value $0.01 per share ("Class B Common Stock"), in satisfaction of its deferred share distribution obligations pursuant to 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"). These shares of Class B Common Stock included an aggregate of 8,973,721 shares distributed to the reporting person in satisfaction of April 2008 distribution shares and February 2012 distribution rights shares (consisting of 7,742,325 shares in satisfaction of April 2008 distribution rights shares and 1,231,396 shares in satisfaction of February 2012 distribution rights shares). (F3) Change in form of ownership exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (F4) 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. (F7) 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. (F6) (Continued from footnote 5) (iv) 2,335,967 shares in satisfaction of distribution rights shares receivable by KBCR Management Partners, LLC ("KBCR") (consisting of 2,048,000 shares in satisfaction of April 2008 distribution rights shares and 287,967 shares in satisfaction of February 2012 distribution rights shares). (F5) The shares of Class B Common Stock discussed in footnote 2 above included the distribution of (i) 2,210,872 shares in satisfaction of distribution rights shares receivable by CF Group Management, Inc. ("CFGM") (consisting of 2,050,197 shares in satisfaction of April 2008 distribution rights shares and 160,675 shares in satisfaction of February 2012 distribution rights shares), (ii) 1,610,182 shares in satisfaction of April 2008 distribution rights shares receivable by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), (iii) 26,052 shares in satisfaction of the reporting person's spouse's proportional interest in the distribution rights shares receivable by LFA LLC ("LFA") (consisting of 23,780 shares in satisfaction of April 2008 distribution rights shares and 2,272 shares in satisfaction of February 2012 distribution rights shares), and
2 Common Class B Common Stock, par value $0.01 per share 2023-07-02 J A 6,183,073 — 6,183,073 I See footnotes — — (F6) (Continued from footnote 5) (iv) 2,335,967 shares in satisfaction of distribution rights shares receivable by KBCR Management Partners, LLC ("KBCR") (consisting of 2,048,000 shares in satisfaction of April 2008 distribution rights shares and 287,967 shares in satisfaction of February 2012 distribution rights shares). (F2) On July 2, 2023, CFLP authorized the distribution of an aggregate of 15,756,625 shares of Class B Common Stock in satisfaction of its deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. 15,350,824 of such shares will remain Class B Common Stock in the hands of the recipient, and 405,801 of such shares will convert into an equivalent number of shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), in the hands of the recipient pursuant to the terms of the BGC Group, Inc. Amended and Restated Certificate of Incorporation. (F5) The shares of Class B Common Stock discussed in footnote 2 above included the distribution of (i) 2,210,872 shares in satisfaction of distribution rights shares receivable by CF Group Management, Inc. ("CFGM") (consisting of 2,050,197 shares in satisfaction of April 2008 distribution rights shares and 160,675 shares in satisfaction of February 2012 distribution rights shares), (ii) 1,610,182 shares in satisfaction of April 2008 distribution rights shares receivable by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), (iii) 26,052 shares in satisfaction of the reporting person's spouse's proportional interest in the distribution rights shares receivable by LFA LLC ("LFA") (consisting of 23,780 shares in satisfaction of April 2008 distribution rights shares and 2,272 shares in satisfaction of February 2012 distribution rights shares), and (F3) Change in form of ownership exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (F4) 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. (F7) 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.
3 Common Class B Common Stock, par value $0.01 per share 2023-07-02 J D 15,756,625 — 94,102,129 I — — (F2) On July 2, 2023, CFLP authorized the distribution of an aggregate of 15,756,625 shares of Class B Common Stock in satisfaction of its deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares. 15,350,824 of such shares will remain Class B Common Stock in the hands of the recipient, and 405,801 of such shares will convert into an equivalent number of shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), in the hands of the recipient pursuant to the terms of the BGC Group, Inc. Amended and Restated Certificate of Incorporation. (F8) Consists of (i) 761,652 shares of Class B Common Stock held by CFGM and (ii) 93,340,477 shares of Class B Common Stock held by CFLP. (F4) 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.