SEC FORM 4

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^*

CANTOR FITZGERALD L P

(Last)

(First)

(Middle)

499 PARK AVENUE

(Street)

NEW YORK

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock par value $0.01 per share	07/27/2010		G⁽¹⁾	V	194,050	D	$0	0	D
Class A Common Stock par value $0.01 per share⁽¹⁾	08/16/2010		M⁽²⁾⁽³⁾		200,000⁽²⁾⁽³⁾	A	$0⁽²⁾⁽³⁾	200,000⁽²⁾⁽³⁾	D
Class A Common Stock par value $0.01 per share	08/16/2010		G⁽⁴⁾	V	200,000	D	$0	0⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
BGC Holdings Exchangeable Limited Partnership Interests	⁽³⁾	08/16/2010		M⁽²⁾⁽³⁾			200,000⁽²⁾⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock, par value $0.01 per share⁽³⁾	200,000⁽²⁾⁽³⁾	$0⁽²⁾⁽³⁾	45,250,457⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾	D

Explanation of Responses:

1. Represents a gift of 194,050 shares of BGC Partners, Inc. ("BGC Partners") Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), by Cantor Fitzgerald, L.P. ("CFLP") to a charitable organization.

2. On August 16, 2010, CFLP exercised exchange rights with respect to 200,000 BGC Holdings, L.P. ("BGC Holdings") Exchangeable Limited Partnership Interests for 200,000 shares of Class A Common Stock.

3. The exchange rights with respect to the BGC Holdings Exchangeable Limited Partnership Interests (the "Interests") owned by CFLP are exercisable at any time for shares of Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), of BGC Partners (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock, shares of Class A Common Stock) on a one-for-one basis (subject to adjustment). 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.

4. Represents a gift of 200,000 shares of Class A Common Stock by CFLP to a charitable organization.

5. Does not include 3,446,055 shares of Class A Common Stock acquired upon exercise of exchange rights with respect to 3,446,055 Interests (3,500,000 shares acquired by CFLP on May 28, 2010 upon exercise of exchange rights with respect to 3,500,000 Interests less 53,945 shares distributed by CFLP on August 12, 2010 to a partner of CFLP to satisfy certain of CFLP's deferred stock distribution obligations) because such 3,446,055 shares of Class A Common Stock were assumed in previous reports to have been distributed in connection with CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008.

6. Does not include exchange rights with respect to 18,583,026 Interests assumed in previous reports to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008. In Table II, Column 9 of a Form 4 filed by CFLP on June 2, 2010, CFLP reported that it held an aggregate of 44,763,321 Interests. The number of Interests held by CFLP reported in this Form 4 decreased by 200,000 as a result of the exercise of exchange rights with respect to 200,000 Interests reported in this Form 4. In addition, however, because CFLP previously distributed an aggregate of 687,136 shares of Class A Common Stock unrelated to the exercise of exchange rights with respect to Interests to satisfy certain of CFLP's deferred stock distribution obligations (consisting of (Continue to footnote 7)

7. (i) 71,622 shares of Class A Common Stock on April 12, 2010, (ii) 554,947 shares of Class A Common Stock acquired by CFLP upon the conversion of an equal number of shares of Class B Common Stock owned by CFLP on May 6, 2010 and (iii) 60,567 shares of Class A Common Stock on June 4, 2010), in this report the number of Interests held by CFLP increased by a net of 487,136 Interests to 45,250,457 Interests. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to CFLP's deferred stock distribution obligations is 22,029,081, which is assumed to be funded with the 3,446,055 shares of Class A Common Stock acquired upon exercise of exchange rights with respect to Interests on May 28, 2010 and the future exercise of exchange rights with respect to the 18,583,026 Interests.

Remarks:

	/s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President for CANTOR FITZGERALD, L.P.	08/18/2010
	** Signature of Reporting Person	Date
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