Sec Form 4 Filing - CF GROUP MANAGEMENT INC @ BGC Group, Inc. - 2023-07-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CF GROUP MANAGEMENT INC 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Managing General Partner CFLP (Last) (First) (Middle) C/O BGC GROUP, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 B Common Stock, par value $0.01 per share 07/01/2023 A 2,972,524 A 2,972,524 D Class B Common Stock, par value $0.01 per share 07/01/2023 A 109,097,102 A 109,097,102 I See footnotes ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CF GROUP MANAGEMENT INC C/O BGC GROUP, INC. 499 PARK AVENUE NEW YORK, NY10022 X Managing General Partner CFLP Signatures /s/ Howard W. Lutnick, Chairman and Chief Executive Officer 07/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2023, BGC Partners, Inc. ("BGC Partners") and BGC Holdings, L.P. ("BGC Holdings"), along with certain other affiliated entities, completed a corporate conversion (the "Corporate Conversion") pursuant to the Corporate Conversion Agreement, dated as of November 15, 2022, as amended as of March 29, 2023. Upon completion of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of its new public holding company, BGC Group, Inc. ("BGC Group"), and (i) each share of BGC Partners Class A common stock, par value $0.01 per share, outstanding as of immediately prior to the Corporate Conversion was converted into one share of BGC Group Class A common stock, par value $0.01 per share ("Class A Common Stock"), (ii) each share of BGC Partners Class B common stock, par value $0.01 per share, outstanding as of immediately prior to the Corporate Conversion was converted into one share of ( 2 )(Continued from footnote 1) BGC Group Class B common stock, par value $0.01 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock"), and (iii) each unit of BGC Holdings exchangeable limited partnership interests held by Cantor Fitzgerald, L.P. ("CFLP") outstanding as of immediately prior to the Corporate Conversion was converted into one share of Class B Common Stock, in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The transactions reported herein were approved by the Board of Directors of BGC Group and the Compensation Committee thereof. ( 3 )The shares of Class B Common Stock held directly by CF Group Management, Inc. ("CFGM") consist of: 761,652 shares held by CFGM and (ii) 2,210,872 shares receivable by CFGM pursuant to deferred stock distribution rights provided to certain current and former partners of CFLP on April 1, 2008 ("April 2008 distribution rights shares") and February 14, 2012 ("February 2012 distribution rights shares") (consisting of 2,050,197 April 2008 distribution rights shares and 160,675 February 2012 distribution rights shares). ( 4 )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. ( 5 )Includes an aggregate of 15,756,625 shares of Class B Common Stock that may be distributed, or converted into shares of Class A Common Stock to be distributed, to satisfy CFLP's deferred share distribution obligations pursuant to the April 2008 distribution rights shares and February 2012 distribution rights shares. ( 6 )Certain of the shares of Class B Common Stock issued to CFLP will exchange into shares of Class A Common Stock in the event that BGC Group does not issue at least $75,000,000 in Common Stock in connection with certain acquisition transactions prior to the seventh anniversary of the completion of the Corporate Conversion. ( 7 )CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act or for any other purpose.

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