Stock Transactions and Unit Redemptions

3 Months Ended

Mar. 31, 2019

6.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of the Company’s Class A common stock outstanding for the three months ended March 31, 2019 and 2018 were as follows:

	Three Months Ended March 31,
	2019			2018
Shares outstanding at beginning of period		291,474,768			256,968,372
Share issuances:
Redemptions/Exchanges of limited partnership interests¹		1,820,588			2,787,190
Vesting of restricted stock units (RSUs)		240,335			280,884
Acquisition related issuances		18,217			317,096
Other issuances of Class A common stock		61,642			22,644
Issuance of Class A common stock for general corporate purposes		—			17,923,714
Deferred stock awards		—			979,344
Treasury stock repurchases		(233,172	)		—
Shares outstanding at end of period		293,382,378			279,279,244

¹	Because limited partnership units are included in the Company’s fully diluted share count, if dilutive, redemptions or exchanges in connection with the issuance of Class A common shares would not impact the fully diluted number of shares and units outstanding.

Class B Common Stock

The Company did not issue any shares of Class B common stock during the three months ended March 31, 2019 and 2018. As of March 31, 2019 and December 31, 2018, there were 45,884,380 shares of the Company’s Class B common stock outstanding.

Controlled Equity Offering

On April 12, 2017, the Company entered into a controlled equity offering (“CEO”) sales agreement with CF&Co (the “April 2017 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under this CEO sales agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of the Company. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of March 31, 2018, the Company had sold all 20 million shares of Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into a new CEO sales agreement with CF&Co (the “March 2018 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of Class A common stock. Proceeds from shares of the Company’s Class A common stock sold under this CEO sales agreement may be used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. Under this agreement, the Company and Cantor have agreed to the same terms as stated above. As of March 31, 2019, the Company has sold 17,401,431 shares of Class A common stock (or $209.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO sales agreements, see Note 13—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On August 1, 2018, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of March 31, 2019, the Company had approximately $257.8 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The table below represents the gross unit redemptions and share repurchases of the Company’s Class A common stock during the three months ended March 31, 2019:

Period	Total Number of Units Redeemed or Shares Repurchased		Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Plan
Redemptions¹
January 1, 2019—March 31, 2019		1,202,948	$	6.00
Repurchases²
January 1, 2019—January 31, 2019		—	$	—
February 1, 2019—February 28, 2019		—		—
March 1, 2019—March 31, 2019		233,172		5.30
Total Repurchases		233,172		5.30
Total Redemptions and Repurchases		1,436,120	$	5.88	$	257,796,140

During the three months ended March 31, 2019, the Company redeemed approximately 1.2 million limited partnership units at an aggregate redemption price of approximately $7.2 million for an average price of $6.00 per unit and approximately 2.3 thousand FPUs at an aggregate redemption price of approximately $14.1 thousand for an average price of $6.11 per unit. During the three months ended March 31, 2018, the Company redeemed approximately 1.7 million limited partnership units at an aggregate redemption price of approximately $24.6 million for an average price of $14.34 per unit and approximately 5 thousand FPUs at an aggregate redemption price of approximately $74 thousand for an average price of $13.67 per unit. Of the 1.2 million units redeemed above, 0.9 million units were redeemed using cash from the Company’s CEO program, and therefore did not impact the fully diluted number of shares and units outstanding.

During the three months ended March 31, 2019, the Company repurchased approximately 0.2 million shares of its Class A common stock at an aggregate purchase price of approximately $1.2 million for an average price of $5.30 per share. During the three months ended March 31, 2018, the Company did not repurchase any of its Class A common stock.

Following the Spin-Off, external data providers have restated the historical prices of BGCP. When doing so, they calculate an adjustment factor based on the closing prices of BGCP and NMRKV on November 30, 2018, with NMRKV being the when-issued market for the additional shares of Newmark Class A common stock that traded on Nasdaq from November 20, 2018 until November 30, 2018. These external data providers use a formula for calculating the adjustment factor equal to 1 – (NMRKV Price on November 30, 2018 times Distribution Ratio)/BGCP price on November 30, 2018. They then multiply all of the historical BGCP prices by this factor to get the adjusted historical BGCP prices. As such, the nominal prices listed in footnotes 1 and 2 above may not match the historical prices listed on such data services following the Spin-Off.

Redeemable Partnership Interest

The changes in the carrying amount of redeemable partnership interest for the three months ended March 31, 2019 and 2018 were as follows (in thousands):

	Three Months Ended March 31,
	2019			2018
Balance at beginning of period	$	24,706		$	46,415
Consolidated net income allocated to FPUs		721			1,009
FPUs exchanged		(283	)		—
FPUs redeemed		(4	)		(21	)
Other		—			102
Balance at end of period	$	25,140		$	47,505