BGC Group, Inc.
23.50%
110,792,274
1094831
088929104
May 15, 2025
May 19, 2025, 09:26 AM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Howard W. Lutnick | Individual | 23.50% | 110,792,274 | 9,922,408 | 100,869,866 |
| CF Group Management, Inc. | CO | 21.00% | 96,313,001 | 0 | 96,313,001 |
| Cantor Fitzgerald, L.P. | Partnership | 20.50% | 93,340,477 | 0 | 93,340,477 |
Disclosure Items (6)
Class A Common Stock, par value $0.01 per share
BGC Group, Inc.
499 PARK AVENUE, New York, NY, 10022
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 5 is hereby amended and restated as follows: The information set forth in this Item 5 is based upon an aggregate of 362,900,657 shares of Class A Common Stock outstanding as of May 16, 2025, which, as of the same date, reflects the effect of all exchanges, dispositions, or other transactions reported in the public filings of BGC Group and/or in Section 16(a) reports of the relevant persons since the filing of Amendment No. 18. CFLP is the beneficial owner of, and has shared voting and dispositive power with respect to, 93,340,477 shares of Class A Common Stock acquirable upon conversion of 93,340,477 shares of Class B Common Stock held by it. CFLP shares voting and dispositive power over these shares of Class A Common Stock with CFGM, its Managing General Partner, and with Mr. Howard Lutnick, who is the trustee of an entity that is the sole shareholder of CFGM. CFGM is the beneficial owner of, and has shared voting and dispositive power with respect to, (i) 2,972,524 shares of Class A Common Stock acquirable upon conversion of 2,972,524 shares of Class B Common Stock held by it, and (ii) 93,340,477 shares of Class A Common Stock beneficially owned by CFLP and referred to above, consisting of 93,340,477 shares of Class A Common Stock acquirable upon conversion of 93,340,477 shares of Class B Common Stock held by CFLP. Mr. Howard Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, (i) 8,973,721 shares of Class A Common Stock acquirable upon conversion of 8,973,721 shares of Class B Common Stock held directly, (ii) 620,717 shares of Class A Common Stock held in Mr. Howard Lutnick's 401(k) account (as of May 1, 2025) , (iii) 293,049 shares of Class A Common Stock held in a Keogh retirement account and (iv) 34,921 shares of Class A Common Stock held in certain of Mr. Howard Lutnick's retirement accounts. Mr. Howard Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to: (a) 1,619,960 shares of Class A Common Stock held in various trust, holding entity, retirement and custodial accounts consisting of (i) 1,610,182 shares of Class A Common Stock acquirable upon conversion of 1,610,182 shares of Class B Common Stock held by Tangible Benefits, of which Mr. Howard Lutnick is the sole voting member through a trust and (ii) 9,778 shares of Class A Common Stock held in other retirement accounts for the benefit of Mr. Howard Lutnick's spouse; (b) 93,340,477 shares of Class A Common Stock acquirable upon conversion of 93,340,477 shares of Class B Common Stock held by CFLP and referred to above, and 2,972,524 shares of Class A Common Stock acquirable upon conversion of 2,972,524 shares of Class B Common Stock held by CFGM and referred to above; (c) 600,938 shares of Class A Common Stock owned of record by KBCR, which is a non-managing General Partner of CFLP, of which Mr. Howard Lutnick is the sole voting member through a trust; and (d) 2,335,967 shares of Class A Common Stock acquirable upon conversion of 2,335,967 shares of Class B Common Stock held by KBCR. KBCR is the beneficial owner of, and has shared voting and dispositive power with respect to, (i) 600,938 shares of Class A Common Stock owned of record by it, and (ii) 2,335,967 shares of Class A Common Stock acquirable upon conversion of 2,335,967 shares of Class B Common Stock owned of record by it. Mr. Brandon Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 8,777 shares held in a custodial account for his benefit under the Uniform Gifts to Minors Act. In addition, Mr. Brandon Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to: (a) 1,610,182 shares of Class A Common Stock acquirable upon conversion of 1,610,182 shares of Class B Common Stock held by Tangible Benefits, through Mr. Brandon Lutnick's position as manager of Tangible Benefits; (b) 794,308 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard Lutnick and his immediate family, through Mr. Brandon Lutnick's position as trustee with decision making control; (c) 530,540 shares of Class A Common Stock held by various trust accounts for the benefit of members of Mr. Howard Lutnick's immediate family, through Mr. Brandon Lutnick's position as trustee with decision making control; (d) 600,938 shares of Class A Common Stock owned of record by KBCR through Mr. Brandon Lutnick's position as manager of KBCR; (e) 2,335,967 shares of Class A Common Stock acquirable upon conversion of 2,335,967 shares of Class B Common Stock held by KBCR; (f) 173,035 shares of Class A Common Stock acquirable upon conversion of 173,035 shares of Class B Common Stock held by LFA, a Delaware limited liability company ("LFA"), through Mr. Brandon Lutnick's position as manager of LFA; and (g) 50,240 shares of Class A Common Stock owned by LFA. Mr. Kyle Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to 11,824 shares held in a custodial account for his benefit under the Uniform Gifts to Minors Act. Ms. Edith Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 459,212 shares of Class A Common Stock, comprised of (i) 322,258 shares of Class A Common Stock held by her, (ii) 30,655 shares of Class A Common Stock held in her individual retirement accounts, (iii) 57,105 shares of Class A Common Stock held in her 401(k) account (as of May 1, 2025), (iv) 2,147 shares of Class A Common Stock held in a trust account where she is the sole beneficiary, and (v) 47,047 shares of Class A Common Stock acquirable upon conversion of 47,047 shares of Class B Common Stock held directly. In addition, Ms. Edith Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to, 186,160 shares of Class A Common Stock, comprised of (i) 39,177 shares of Class A Common Stock held by LFA, attributable to her as holder of the majority of the units of LFA, and (ii) 146,983 shares of Class A Common Stock acquirable upon conversion of 146,983 shares of Class B Common Stock held by LFA. Mr. Stephen Merkel is the beneficial owner of, and has sole voting and dispositive power with respect to, 63,442 shares of Class A Common Stock, comprised of (i) 16,511 shares of Class A Common Stock held in his individual account, and (ii) 46,931 shares of Class A Common Stock held in Mr. Merkel's 401(k) account (as of May 1, 2025). In addition, Mr. Merkel is the beneficial owner of, and has shared voting and dispositive power with respect to, 6,258 shares of Class A Common Stock held in trusts for the benefit of Mr. Merkel's immediate family, of which Mr. Merkel's spouse is the sole trustee. Mr. Danny Salinas does not beneficially own any shares of Class A Common Stock. As previously reported, CFLP has pledged to Bank of America, N.A., pursuant to a Put and Pledge Agreement, dated as of June 21, 2017 and as most recently amended and restated effective October 5, 2023 with such modifications thereto as necessary to reflect BGC Group's corporate conversion, 10,000,000 shares of Class A Common Stock in connection with a loan program established for certain employees and partners of CFLP and its affiliates. On November 23, 2018, those Class A shares were converted into 10,000,000 shares of Class B Common Stock and remain pledged in connection with the partner loan program. Number of shares and percent of Class A Common Stock beneficially owned by each of the Reporting Persons and the other persons listed below: Number of Shares of Class A Common Stock: Person Number of Shares CFLP 93,340,477 CFGM 96,313,001 Mr. Howard Lutnick 110,792,274 KBCR 2,936,905 Mr. Merkel 69,700 Ms. Edith Lutnick 645,372 Mr. Brandon Lutnick 6,103,987 Mr. Kyle Lutnick 11,824 Mr. Salinas 0 Percent of Class A Common Stock: Person Percentage CFLP 20.5% CFGM 21.0% Mr. Howard Lutnick 23.5% KBCR * Mr. Merkel * Ms. Edith Lutnick * Mr. Brandon Lutnick 1.7% Mr. Kyle Lutnick * Mr. Salinas * * less than 1%
Number of shares of Class A Common Stock beneficially owned as to which the Reporting Persons and each of the other persons listed below has: (i) sole power to vote or direct the vote: Person Number of Shares CFLP 0 CFGM 0 Mr. Howard Lutnick 9,922,408 KBCR 0 Mr. Merkel 63,442 Ms. Edith Lutnick 459,212 Mr. Brandon Lutnick 8,777 Mr. Kyle Lutnick 11,824 Mr. Salinas 0 (ii) shared power to vote or direct the vote: Person Number of Shares CFLP 93,340,477 CFGM 96,313,001 Mr. Howard Lutnick 100,869,866 KBCR 2,936,905 Mr. Merkel 6,258 Ms. Edith Lutnick 186,160 Mr. Brandon Lutnick 6,095,210 Mr. Kyle Lutnick 0 Mr. Salinas 0 (iii) sole power to dispose or to direct the disposition: Person Number of Shares CFLP 0 CFGM 0 Mr. Howard Lutnick 9,922,408 KBCR 0 Mr. Merkel 63,442 Ms. Edith Lutnick 459,212 Mr. Brandon Lutnick 8,777 Mr. Kyle Lutnick 11,824 Mr. Salinas 0 (iv) shared power to dispose of or to direct the disposition: Person Number of Shares CFLP 93,340,477 CFGM 96,313,001 Mr. Howard Lutnick 100,869,866 KBCR 2,936,905 Mr. Merkel 6,258 Ms. Edith Lutnick 186,160 Mr. Brandon Lutnick 6,095,210 Mr. Kyle Lutnick 0 Mr. Salinas 0
See Item 4 of this Amendment No. 19, which is incorporated by reference herein. As previously reported, on April 1, 2025, the Company granted Mr. Merkel 72,751 restricted stock units ("RSUs") granted under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, provided that Mr. Merkel is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. Also on April 1, 2025 and also as previously reported, pursuant to the vesting schedule of the RSUs previously granted to Mr. Merkel, 15,422 RSUs became vested and issuable as Class A Common Stock, and the Company withheld 8,529 shares of Class A Common Stock for taxes at $9.22 per share, the closing price of the Class A Common Stock on April 1, 2025. The remaining 6,893 shares of Class A Common Stock were issued to Mr. Merkel.
The beneficiaries of the trusts for the benefit of Mr. Howard Lutnick and his family have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by such trusts. The members of LFA have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by LFA. Each of CFLP and CFGM has the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by it. The beneficiaries of the trusts for the benefit of Mr. Merkel's immediate family have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by each of them.
Not Applicable
Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7 is hereby amended and supplemented by adding the following: Exhibit 66: Joint Filing Agreement, dated as of May , 2025, by and among the Reporting Persons