Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 Acquisition Holdings VIII, LLC
2. Issuer Name and Ticker or Trading Symbol
CF Acquisition Corp. VIII [ CFFE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
110 EAST 59TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/16/2021 P 540,000 ( 1 ) A $ 10 540,000 D ( 4 )
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
Class B Common Stock ( 2 ) 03/16/2021 J( 3 ) 75,000 ( 2 ) ( 2 ) Class A Common Stock 75,000 $ 0 6,228,000 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CF Acquisition Holdings VIII, LLC
110 EAST 59TH STREET
NEW YORK, NY10022
X
CANTOR FITZGERALD, L. P.
110 EAST 59TH STREET
NEW YORK, NY10022
X
CF GROUP MANAGEMENT INC
110 EAST 59TH STREET
NEW YORK, NY10022
X
LUTNICK HOWARD W
110 EAST 59TH STREET
NEW YORK, NY10022
X X Chief Executive Officer
Signatures
/s/ Howard Lutnick 03/18/2021
** Signature of Reporting Person Date
/s/ Howard Lutnick, as Chief Executive Officer of CFAC Holdings VIII, LLC 03/18/2021
** Signature of Reporting Person Date
/s/ Howard Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 03/18/2021
** Signature of Reporting Person Date
/s/ Howard Lutnick, as Chief Executive Officer of CF Group Management Inc. 03/18/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are underlying units (each unit consisting of one share of Class A common stock and one-fourth of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by CFAC Holdings VIII, LLC (the "Sponsor") acquired pursuant to a private placement units purchase agreement by and between the Sponsor and the issuer. Does not include shares to be purchased pursuant to that certain forward purchase contract between the issuer and the Sponsor.
( 2 )As described in the issuer's registration statement on Form S-1 (File No. 333-253308) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
( 3 )As contemplated in connection with the initial public offering of the issuer, 75,000 shares of Class B common stock were returned by the Sponsor to the issuer for no consideration and cancelled because the underwriters' over-allotment option was partially exercised and the remaining portion of the option would not be exercised by the underwriters.
( 4 )The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick, the issuer's Chairman and Chief Executive Officer, is the trustee of the sole stockholder, of CFGM. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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