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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 | ||||||||
Class B Common Stock, par value $0.01 per share | (4) | 09/18/2006 | C(5) | 641,470 | (4) | (4) | Class A Common Stock, par value $0.01 per share | 641,470 | $ 0 | 20,449,055 | I | See notes (3) (8) | |||
Class B Common Stock, par value $0.01 per share | (4) | (4) | (4) | Class A Common Stock, par value $0.01 per share | 48,745 | 48,745 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY 10022 |
X |
/s/ Stephen M. Merkel | 09/20/2006 | |
**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) | 12,120 shares were gifted by Cantor Fitzgerald, L.P. ("CFLP"). |
(2) | The 21,959,952 shares held indirectly by CF Group Management, Inc. ("CFGM") consist of (1) 869,427 shares of Class A Common Stock held by CFLP and (2) 21,090,525 shares of Class B Common Stock held by CFLP. |
(3) | CFGM is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all such shares in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess shares for purposes of Section 16 of the Exchange Act. |
(4) | The shares of Class B Common Stock are convertible at any time on a one-for-one basis into shares of Class A Common Stock. |
(5) | 641,470 shares were converted from Class B Common Stock to Class A Common Stock, of which 366,563 shares of Class A Common Stock were gifted by CFLP. An additional 333,437 shares of Class A Common Stock were gifted by CFLP for a total of 700,000 shares of Class A Common Stock gifted by CFLP. |
(6) | The 21,259,952 shares held indirectly by CFGM consist of (1) 810,897 shares of Class A Common Stock held by CFLP and (2) 20,449,055 shares of Class B Common Stock held by CFLP. |
(7) | Shares consist of 388,812 shares of Class A Common Stock and 48,745 shares of Class B Common Stock. |
(8) | Refers to shares held by CFLP. |