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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MERKEL STEPHEN M C/O BGC PARTNERS, INC. 499 PARK AVE. NEW YORK, NY 10022 |
Exe. VP, Gen Counsel & Sec |
/s/ Stephen M. Merkel | 04/03/2008 | |
**Signature of Reporting Person | Date |
* | 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) | Deferred stock distributions of shares of Class A Common Stock receivable by the reporting person from Cantor Fitzgerald, L.P. ("CFLP") in respect of his CFLP limited partnership units in connection with the Separation and Merger (as such terms are defined below). (Continued footnote 2) |
(2) | The shares are receivable by the reporting person on the ninth anniversary of the completion of the Merger,subject to acceleration in certain circumstances as follows:(i) with respect to distributions received in respect of CFLP partnership units held three years or longer as of the completion of the Merger,one-third of the shares on each of the12-,18- and 24-month anniversaries of the completion of the Merger, and(ii) with respect to distributions received in respect of CFLP partnership units held less than three years as of the completion of the Merger,one-fifth of the shares on each of the 12-,18-,24-,30- and 36-month anniversaries of the completion of the Merger,in the case of both(i) and(ii) above,if,as of the applicable anniversary date,the reporting person continues to provide services to CFLP and has not breached his CFLP partner obligations,including the non-competition and non-solicitation covenants contained in the limited partnership agreement of CFLP.(Continued footnote 3) |
(3) | Prior to the Merger, CFLP separated (the "Separation") its inter-dealer brokerage business, market data business and fulfillment businesses (collectively, the "BGC Businesses") from the remainder of CFLP's businesses and contributed the BGC Businesses to BGC Partners, LLC, which then merged (the "Merger") with and into eSpeed, Inc., which was renamed BGC Partners, Inc. The Merger was completed on April 1, 2008. |