Sec Form 4 Filing - CANTOR FITZGERALD, L. P. @ BGC Partners, Inc. - 2017-11-07

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 CANTOR FITZGERALD, L. P. 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) 11/07/2017 (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 Limited Partnership Interests ( 1 ) ( 2 ) 11/07/2017 A( 1 ) 1,179,788 ( 3 ) ( 2 ) ( 2 ) Class A or Class B Common Stock, par value $0.01 per share ( 2 ) 1,179,788 ( 2 ) ( 3 ) 36,549,932 ( 4 ) ( 5 ) ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CANTOR FITZGERALD, L. P. 499 PARK AVENUE NEW YORK, NY10022 X X Signatures /s/ Howard W. Lutnick, Chairman, Chief Executive Officer and President 11/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 7, 2017, Cantor Fitzgerald, L.P. ("CFLP") purchased from BGC Holdings, L.P. ("BGC Holdings"), an aggregate of 1,179,788 exchangeable limited partnership interests in BGC Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in accordance with the Agreement of Limited Partnership of BGC Holdings, as amended and restated as of March 31, 2008 (as further amended from time to time, the "BGC Holdings Agreement"). ( 2 )The exchange rights with respect to the Interests are exercisable at any time for shares of Class B Common Stock (or, at CFLP's option or if there are no additional authorized but unissued shares of Class B Common Stock available, shares of Class A Common Stock) on a one-for-one basis (subject to adjustment). 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. ( 3 )Includes 823,178 Interests purchased from BGC Holdings as a result of the redemption of the 823,178 non-exchangeable founding partner units for an aggregate consideration of $2,828,629, and 356,610 Interests purchased from BGC Holdings pursuant to the Sixth Amendment of the BGC Holdings Agreement as a result of the exchange of 356,610 non-exchangeable founding partner units, at an aggregate consideration of $1,091,175. ( 4 )As of the date of this report, an aggregate of 15,813,032 shares of Class A Common Stock remain subject to CFLP's deferred stock distribution obligations, consisting of (i) 14,033,084 shares subject to deferred stock distribution obligations provided to certain current and former partners of CFLP on April 1, 2008 and (ii) 1,779,948 shares subject to deferred stock distribution obligations provided to partners of CFLP on February 14, 2012. ( 5 )Does not include exchange rights with respect to an aggregate of 15,813,032 Interests assumed to have been exercised for shares of Class A Common Stock to satisfy CFLP's deferred share distribution obligations pursuant to rights provided to certain current and former partners of CFLP on April 1, 2008 and February 14, 2012. ( 6 )As of the date of this report, CFLP held an aggregate of 52,362,964 Interests.

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