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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BGC Partners, Inc. [ BGCP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
BGC Holdings Exchangeable Limited Partnership Interests(1)(2) | (1)(2) | 04/08/2021 | D(3) | 62,211(3) | (1)(2) | (1)(2) | Class A common stock, par value $0.01 per share | 62,211 | (3) | 123,713 | D |
Explanation of Responses: |
1. On March 2, 2020, BGC Partners, Inc. (the "Company") granted the reporting person 519,725 exchange rights with respect to 519,725 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 519,725 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person for an aggregate of 519,725 shares of Class A common stock, par value $0.01 per share, of the Company ("Class A common stock"). The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On August 5, 2020, the Company repurchased 436,665 of such 519,725 exchangeable limited partnership interests held by Mr. Windeatt at a price of $2.90, the closing price of shares of Class A common stock on August 5, 2020. |
2. (Continued from footnote 1) In connection with such repurchase, an additional 20,849 of such 519,725 exchangeable limited partnership interests held by Mr. Windeatt were redeemed for zero. The transactions were approved by the Compensation Committee and are exempt pursuant to Rule 16b-3 under the Exchange Act. |
3. On April 8, 2021, the Company repurchased the remaining 62,211 exchangeable limited partnership interests held by Mr. Windeatt pursuant to the March 2, 2020 grant at a price of $5.38, the closing price of shares of Class A common stock on April 8, 2021. The transaction was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3 under the Exchange Act. |
/s/ Sean A. Windeatt | 04/12/2021 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |