SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Windeatt Sean A

(Last)

(First)

(Middle)

C/O BGC PARTNERS, INC.

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2008

3. Issuer Name and Ticker or Trading Symbol
BGC Partners, Inc. [ BGCP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO effective 01/01/2009

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	9,314	D
Class A Common Stock, par value $0.01 per share	9,314⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
BGC Holdings Exchangeable Founding Partner Interests	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock, par value $0.01 per share	9,579⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. These 9,314 shares of Class A Common Stock are represented by restricted stock units granted to the reporting person in September, 2007 under the Amended and Restated BGC Partners, Inc. Long Term Incentive Plan, issued upon the closing of the Merger (as defined below), which occurred on April 1, 2008. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on August 31, 2009. Vested shares are delivered to the reporting person on the vesting date, provided that the reporting person continues to be employed by BGC Partners, Inc. (the "Company") on such date.

2. Prior to the Merger (as defined below), Cantor Fitzgerald, L.P. ("CFLP") separated (the "Separation") its inter-dealer brokerage business, market data business and certain fulfillment businesses (collectively, the "BGC Businesses") from the remainder of CFLP's businesses and contributed the BGC Businesses to BGC Partners, LLC, which then merged (the "Merger") with and into eSpeed, Inc., which was renamed BGC Partners, Inc. (Continued in footnote 3)

3. In connection with the Separation and Merger, the reporting person received from CFLP in respect of a portion of his CFLP limited partnership units 9,579 BGC Holdings, L.P. ("BGC Holdings") Exchangeable Founding Partner Interests, which are exchangeable into shares of Class A Common Stock on a one-for-one basis (subject to adjustment). The 9,579 Exchangeable Founding Partner Interests are currently exchangeable, and the shares receivable upon exchange become saleable on the first anniversary of the closing of the Merger (subject to acceleration) and subject to applicable law. The reporting person's Exchangeable Founding Partner Interests are automatically exchanged for shares of Class A Common Stock upon termination or bankruptcy of the reporting person or upon redemption of such Interests by BGC Holdings.

Remarks:

On November 5, 2008, the Company?s Board of Directors appointed the reporting person to serve as the Chief Operating Officer of the Company effective January 1, 2009.

	/s/ Sean A. Windeatt	11/17/2008
	** 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 5 (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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