Sec Form 4 Filing - LUTNICK HOWARD W @ BGC Partners, Inc. - 2016-02-24

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 LUTNICK HOWARD W 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 X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O BGC PARTNERS, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2016 (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

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 BGC Holdings Exchangeable PSU Limited Partnership Interests ( 1 ) 02/24/2016 A( 1 ) 1,040,760 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, par value $0.01 per share 1,040,760 ( 1 ) ( 1 ) 1,040,760 ( 1 ) D BGC Holdings Exchangeable PPSU Limited Partnership Interests ( 1 ) 02/24/2016 A( 1 ) 851,531 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, par value $0.01 per share 851,531 ( 1 ) ( 1 ) 851,531 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUTNICK HOWARD W C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK, NY10022 X X Chairman and CEO Signatures /s/ Howard W. Lutnick 02/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 24, 2016, the reporting person was granted 1,040,760 exchange rights with respect to 1,040,760 non-exchangeable PSU limited partnership interests in BGC Holdings, L.P. ("BGC Holdings") and 851,531 exchange rights with respect to 851,531 non-exchangeable PPSU limited partnership interests in BGC Holdings. The resulting 1,040,760 exchangeable PSU limited partnership interests in BGC Holdings and the 851,531 exchangeable PPSU limited partnership interests in BGC Holdings are exchangeable by the reporting person at any time for shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock") of BGC Partners, Inc. (the "Company") on a one-for-one basis (subject to adjustment). These grants of exchange rights with respect to such limited partnership interests do not impact the fully-diluted share count of the Company and the reporting person does not currently expect to exchange such limited partnership interests.

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).

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