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)
03/16/2010

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	03/10/2010		G⁽¹⁾	V	200,000	D	$0	358,977⁽²⁾	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 8.75% Convertible Senior Notes Due 2015⁽³⁾⁽⁴⁾⁽⁵⁾	$7.01⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	03/16/2010		A⁽³⁾⁽⁴⁾⁽⁵⁾		$150,000,000⁽³⁾⁽⁴⁾⁽⁵⁾		⁽⁴⁾⁽⁵⁾	04/15/2015⁽³⁾	Common Stock⁽³⁾⁽⁴⁾⁽⁵⁾	21,398,003⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	$150,000,000⁽³⁾⁽⁴⁾⁽⁵⁾	$150,000,000⁽³⁾⁽⁴⁾⁽⁵⁾	D

Explanation of Responses:

1. Represents a gift of 200,000 shares of BGC Partners, Inc. (the "Company") 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 March 10, 2010, 133,580 shares of Class A Common Stock were distributed by CFLP to a current partner of CFLP to satisfy certain of CFLP's deferred stock distribution obligations provided to such partner on April 1, 2008. As of the date of this report, the aggregate number of remaining shares of Class A Common Stock subject to deferred stock distribution obligations that CFLP is required to distribute to current and former CFLP partners is 22,847,952.

3. On March 16, 2010, CFLP executed a subscription agreement (the "Subscription Agreement") pursuant to which it agreed to purchase from BGC Holdings, L.P. ("BGC Holdings"), a majority-owned subsidiary of the Company, up to $150 million aggregate principal amount of 8.75% Convertible Senior Notes due 2015 issued by BGC Holdings (the "Holdings Notes"). BGC Holdings will lend the proceeds of the Holdings Notes to the Company in exchange for like convertible notes issued by the Company (the "Company Notes"). Pursuant to the Subscription Agreement, Howard W. Lutnick and/or his related designees may purchase up to $25 million aggregate principal amount of the Holdings Notes from BGC Holdings. The purchase of the Holdings Notes is expected to close on or about April 1, 2010. The Holdings Notes and the Company Notes will mature on April 15, 2015, unless earlier repurchased or converted.

4. Pursuant to their terms, the Holdings Notes and the Company Notes are convertible as follows: (i) the Holdings Notes are convertible into either (A) a like principal amount of Company Notes, or (B) an aggregate of 21,398,003 BGC Holdings exchangeable limited partnership interests at a conversion rate of 142.6534 interests per $1,000 principal amount of Holdings Notes, equivalent to a conversion price of $7.01 per interest (such limited partnership interests are themselves exchangeable for a like number of shares of Class A Common Stock, subject to adjustment), and (ii) the Company Notes are convertible into an aggregate of 21,398,003 shares of Class A Common Stock at a conversion rate of 142.6534 shares of Class A Common Stock per $1,000 principal amount of Company Notes, equivalent to a conversion price of $7.01 per share. (Continued in footnote 5)

5. The Holdings Notes and the Company Notes are convertible at any time until the close of business on the second trading day of the Class A Common Stock immediately preceding the maturity date.

6. The conversion price of the Holdings Notes into BGC Holdings exchangeable limited partnership interests and the conversion price of the Company Notes into shares of Class A Common Stock are subject to customary adjustments upon certain corporate events, including payment of dividends and stock splits on the Class A Common Stock, but will not be adjusted for accrued and unpaid interest to the conversion date.

	/s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President	03/18/2010
	** Signature of Reporting Person	Date
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