Form 4 for BGC BGC Group, Inc.
Accepted 2023-05-22 00:00:00 ET · period of report 2023-05-18 · accession 0001437749-23-015459 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-05-22 | 2023-05-18 | BGC | LUTNICK HOWARD W | COB, CEO, Dir, 10% | A - Grant | — | +11.33M | 25.86M | +78% | — |
| D | 2023-05-22 | 2023-05-18 | BGC | LUTNICK HOWARD W | COB, CEO, Dir, 10% | F - Tax | $4.61 | -5.91M | 19.95M | -23% | -$27.24M |
| D | 2023-05-22 | 2023-05-18 | BGC | LUTNICK HOWARD W | COB, CEO, Dir, 10% | M - OptEx | — | +520.4K | 14.53M | +4% | — |
| D | 2023-05-22 | 2023-05-18 | BGC | LUTNICK HOWARD W | COB, CEO, Dir, 10% | M - OptEx | — | -520.4K | 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 A Common Stock, par value $0.01 per share | 2023-05-18 | A | A | 11,332,727 | — | 25,860,166 | D | — | — | (F2) On May 18, 2023, the Company granted to the reporting person 11,332,727 shares of its Class A Common Stock following the redemption of 11,332,727 non-exchangeable Holding Units held by the reporting person for zero. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to monetize his Holdings Units as those offered to other executives of the Company. The redemption of the reporting person's non-exchangeable Holdings Units was the result of the exercise of such compensatory rights, including those accrued over a multi-year period during which the reporting person has generally waived exercise of his monetization rights and retained his partnership interests in BGC Holdings. The reporting person does not have any current intention to sell any shares resulting from the exercise of his rights, although they may be gifted or donated to charitable organizations from time to time. (F3) (Continued from footnote 2) The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act. The transaction described in footnote (2) was made in connection with the Company's corporate conversion transaction. |
| 2 | Common | Class A Common Stock, par value $0.01 per share | 2023-05-18 | F | D | 5,909,963 | $4.61 | 19,950,203 | D | — | — | (F4) In connection with the transactions described in footnotes (1), (2) and (3) above, the reporting person surrendered to the Company an aggregate of 5,909,963 shares of Class A Common Stock in transactions exempt pursuant to Rule 16b-3 under the Exchange Act to pay taxes. (F5) The shares of Class A Common Stock held directly by the reporting person consists of (i) 10,976,482 shares held by the reporting person, and (ii) 8,973,721 shares receivable by the reporting person 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 February 14, 2012 ("February 2012 distribution rights shares") (consisting of 7,742,325 April 2008 distribution rights shares and 1,231,396 February 2012 distribution rights shares). |
| 3 | Common | Class A Common Stock, par value $0.01 per share | 2023-05-18 | M | A | 520,380 | — | 14,527,439 | D | — | — | (F1) On May 18, 2023, 520,380 exchangeable limited partnership units of BGC Holdings, L.P. ("Holdings Units") held by Howard W. Lutnick were exchanged into 520,380 shares of BGC Partners, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"). Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock. The reporting person does not have any current intention to sell any shares resulting from this exchange, although they may be gifted or donated to charitable organizations from time to time. The exchange was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transaction described in this footnote (1) was made in connection with the Company's corporate conversion transaction. |
| 4 | Derivative | BGC Holdings Exchangeable Limited Partnership Interests | 2023-05-18 | M | D | 520,380 | — | 0 | D | — · — to — | — Class A common stock, par value $0.01 per share | (F1) On May 18, 2023, 520,380 exchangeable limited partnership units of BGC Holdings, L.P. ("Holdings Units") held by Howard W. Lutnick were exchanged into 520,380 shares of BGC Partners, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"). Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock. The reporting person does not have any current intention to sell any shares resulting from this exchange, although they may be gifted or donated to charitable organizations from time to time. The exchange was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transaction described in this footnote (1) was made in connection with the Company's corporate conversion transaction. |