Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LUTNICK HOWARD W

(Last)

(First)

(Middle)

C/O BGC GROUP, INC.

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

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	04/01/2024		A		1,304,864	A	⁽¹⁾	6,338,202⁽¹⁾⁽²⁾	D
Class A Common Stock, par value $0.01 per share								13,366,470⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Common Stock, par value $0.01 per share								8,973,721⁽⁷⁾⁽⁸⁾	D
Class B Common Stock, par value $0.01 per share								100,285,202⁽⁶⁾⁽⁸⁾⁽⁹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾

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)

Explanation of Responses:

1. On April 1, 2024, BGC Group, Inc. (the "Company") granted the reporting person 1,304,864 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's Class A common stock, par value $0.01 ("Class A Common Stock"). The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. Also includes 5,033,338 shares of Class A Common Stock held directly by the reporting person.

3. The reporting person's indirect pecuniary interest in 13,366,470 shares of Class A Common Stock consists of (i) 12,149,099 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (A) 8,808,665 shares of Class A Common Stock held in the reporting person's personal asset trust, of which he is the sole trustee, (B) 1,668,475 shares of Class A Common Stock held in the reporting person's GRAT IV account, of which he is the sole trustee, (C) 786,447 shares of Class A Common Stock held by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (D) 290,149 shares of Class A Common Stock held

4. (Continued from footnote 3) in a Keogh retirement account for the reporting person, (E) 539,359 shares of Class A Common Stock held by trust accounts for the benefit of the reporting person and members of his immediate family, (F) 34,576 shares of Class A Common Stock held in an IRA retirement account, (G) 20,397 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act, and (H) 1,031 shares of Class A Common Stock held in other retirement accounts for the benefit of the reporting person's spouse,

5. (Continued from footnote 4) (ii) 5,548 shares of Class A Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA LLC ("LFA"), (iii) 600,938 shares of Class A Common Stock held by KBCR Management Partners, LLC ("KBCR"), and (iv) 610,885 shares of Class A Common Stock held in the reporting person's 401(k) account as of March 1, 2024.

6. CF Group Management, Inc. ("CFGM") is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.

7. Consists of 8,973,721 shares of the Company's Class B common stock, par value $0.01 ("Class B Common Stock") held directly by the reporting person.

8. 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.

9. Consists of (i) 93,340,477 shares of Class B Common Stock held by CFLP, (ii) 2,972,524 shares of Class B Common Stock held by CFGM, (iii) 1,610,182 shares of Class B Common Stock held by the Trust, (iv) 26,052 shares of Class B Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA, and (v) 2,335,967 shares of Class B Common Stock held by KBCR.

	/s/ Howard W. Lutnick, Chairman and Chief Executive Officer	04/01/2024
	** 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).
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