Sec Form 4 Filing - Windeatt Sean A @ BGC Partners, Inc. - 2022-03-02

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 Windeatt Sean A 2. Issuer Name and Ticker or Trading Symbol BGC Partners, Inc. [ BGCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O BGC PARTNERS, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2022 (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 ) 03/02/2022 A 135,514 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock, par value $0.01 per share ( 1 ) ( 2 ) ( 1 ) ( 2 ) 135,514 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Windeatt Sean A C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK, NY10022 Chief Operating Officer Signatures /s/ Sean A. Windeatt 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 2, 2020, BGC Partners, Inc. (the "Company") granted the reporting person 135,514 non-exchangeable limited partnership interests (the "2020 Grant") of BGC Holdings, L.P. ("BGC Holdings"). Pursuant to the exchange rights schedule of the 2020 Grant, on March 2, 2022, the 135,514 exchangeable limited partnership interests of BGC Holdings became immediately exchangeable by the reporting person (the "2022 Exchange Rights Grant") for an aggregate of 135,514 shares of Class A common stock, par value $0.01 per share, of the Company ("Class A Common Stock"). As timely reported and described in the reporting person's Form 4 filed on August 15, 2022, on August 11, 2022, the Company repurchased all of such 135,514 exchangeable limited partnership interests held by the reporting person at a price of $4.08 (the "2022 Repurchase"), the closing price of shares of Class A Common Stock on August 11, 2022. The 2022 Exchange Rights Grant is being reported late at this time due to an ( 2 )(continued from footnote 1) inadvertent administrative delay. The 2020 Grant and the 2022 Repurchase were each approved by the Compensation Committee of the Board of Directors of the Company and were exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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