Windeatt Sean A sold $1,385,629 worth of shares (158,449 units at $8.74), decreasing direct ownership by 20% to 641,175 units (SEC Form 4)
$BGC
Investment Bankers/Brokers/Service
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock, par value $0.01 per share | 05/06/2024 | S | 40,000 | D | $8.73(1)(3) | 759,624(4)(5) | D | |||
| Class A Common Stock, par value $0.01 per share | 05/07/2024 | S | 118,449 | D | $8.75(2)(3) | 641,175(4)(5) | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents a sale of 40,000 shares of BGC Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Common Stock"), by the reporting person. The sale price per share of $8.73 represents the weighted average share price of an aggregate total of 40,000 shares sold in the price range of $8.71 to $8.75. |
| 2. Represents a sale of 118,449 shares of Common Stock by the reporting person. The sale price per share of $8.75 represents the weighted average share price of an aggregate total of 118,449 shares sold in the price range of $8.70 to $8.82. |
| 3. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price. |
| 4. Includes (i) 239,990 shares of Common Stock received as restricted stock awards granted under the BGC Group, Inc. Long Term Incentive Plan (the "LTIP") that will vest on April 1, 2025 provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement, (ii) 210,037 shares of Common Stock subject to Restricted Stock Units ("RSUs") granted under the LTIP, each of which represents a contingent right to receive one share of Common Stock, which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company generating at least $5 million in revenue for the quarter in which the vesting occurs, |
| 5. (continued from Footnote 4) (iii) 60,095 RSUs which will vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of April 1, 2024, 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, and (iv) 131,053 RSU-LLPs, which are RSUs that will vest on April 1, 2027, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, a wholly owned subsidiary of the Company, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. |
| /s/ Sean A. Windeatt | 05/08/2024 | |
| ** 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). | ||
| 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. | ||