Sec Form 4 Filing - CF GROUP MANAGEMENT INC @ BGC Partners, Inc. - 2016-02-23

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 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) (Last) (First) (Middle) 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2016 (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 A Common Stock, par value $0.01 per share 02/23/2016 D( 1 ) 5,000,000 ( 1 ) D $ 8.72 17,491,911 I See footnote ( 3 ) Class A Common Stock, par value $0.01 per share 02/23/2016 G( 2 ) V 970,639 ( 2 ) D $ 0 16,521,272 I See footnote ( 3 ) Class A Common Stock, par value $0.01 per share 2,715,127 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 (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 499 PARK AVENUE NEW YORK, NY10022 X X Signatures /s/ Howard W. Lutnick, Chief Executive Officer 02/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 23, 2016, Cantor Fitzgerald, L.P. ("CFLP") sold 5,000,000 shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of BGC Partners, Inc. (the "Company") to the Company in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at a price equal to the closing price per share of the Class A Common Stock on the date of such sale. The transaction was included in the Company's stock repurchase authorization and was approved by the Audit Committee of the Board of Directors. ( 2 )Represents a gift of 970,639 shares of Class A Common Stock by CFLP to a charitable organization. These shares were repurchased on the same date by the Company as part of its stock repurchase program. ( 3 )CF Group Management, Inc. ("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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