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 OF SECURITIES 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 * DALTON JOHN H   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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BGC PARTNERS, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 07/17/2015 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/17/2015   M   10,000 A $ 8.86 132,751 (1) D   Class A Common Stock, par value $0.01 per share 07/17/2015   F   9,579 (2) D $ 9.25 123,172 (1) D   Class A Common Stock, par value $0.01 per share 07/17/2015   G   421 D (3) $ 0 122,751 (1) D   Class A Common Stock, par value $0.01 per share 07/17/2015   G   421 A (3) $ 0 421 I By Trust

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Stock Option (Right to Buy)

$ 8.86

07/17/2015

M

10,000

07/16/2006

07/20/2015

Class A Common Stock, par value $0.01 per share

10,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DALTON JOHN H C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK, NY 10022	X

Signatures

/s/ John H. Dalton		07/21/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 5,476 shares of Class A Common Stock represented by 5,476 restricted stock units ("RSUs") granted under the BGC Partners, Inc. Sixth Amended and Restated Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 5,476 RSUs, 2,738 RSUs will vest on June 2, 2016 and 2,738 RSUs will vest on June 2, 2017, provided in each case that the reporting person continues to serve as a member of the Board of Directors on such date.
(2)	Reflects 9,579 shares of Class A Common Stock withheld by the Issuer at the fair market value of $9.25 per share on the date of exercise to pay the exercise price for the 10,000 options exercised by the reporting person.
(3)	Reflects a gift of shares of Class A Common Stock by the reporting person to a trust for the benefit of the reporting person's family.

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