Edgar Filing: BGC Partners, Inc.

Ownership Submission

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MERKEL STEPHEN M

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)
EVP, General Counsel and Sec'y

(Last)

(First)

(Middle)

C/O BGC PARTNERS, INC., 499 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2016

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	04/26/2016		G⁽¹⁾	V	5,500 ⁽¹⁾	D	$ 0	56,002	D
Class A Common Stock, par value $0.01 per share	06/28/2016		G⁽¹⁾	V	6,000 ⁽¹⁾	D	$ 0	50,002	D
Class A Common Stock, par value $0.01 per share	08/04/2016		G⁽¹⁾	V	7,750 ⁽¹⁾	D	$ 0	42,252	D
Class A Common Stock, par value $0.01 per share	09/13/2016		G⁽¹⁾	V	2,816 ⁽¹⁾	D	$ 0	39,436	D
Class A Common Stock, par value $0.01 per share	09/23/2016		J⁽²⁾	V	16,634 ⁽²⁾	A	$ 0	56,070	D
Class A Common Stock, par value $0.01 per share	09/23/2016		J⁽²⁾	V	4,131 ⁽²⁾	A	$ 0	4,131	I	By various trusts ⁽³⁾
Class A Common Stock, par value $0.01 per share								17,301	I	By 401(k) plan ⁽⁴⁾
Class A Common Stock, par value $0.01 per share								2,250	I	By reporting person's spouse

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MERKEL STEPHEN M C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK, NY 10022			EVP, General Counsel and Sec'y

Signatures

/s/ Stephen M. Merkel		09/27/2016
^**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)	Represents gifts of shares of BGC Partners, Inc. Class A common stock, par value $0.01 per share (the "Class A Common Stock") by the reporting person to various charitable organizations.
(2)	Represents shares of Class A Common Stock received by the reporting person in a pro rata distribution by Cantor Fitzgerald, L.P. ("CFLP") to partners of CFLP in a transaction exempt under Rule 16a-9(a) under the Securities Exchange Act of 1934, as amended.
(3)	Represents shares of Class A Common Stock held in trusts for the benefit of the reporting person's immediately family, of which the reporting person's spouse is the sole trustee of each trust and the reporting person has the power to remove and replace such trustee.
(4)	Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of August 31, 2016.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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