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Stock Transactions and Unit Redemptions

12 Months Ended

Dec. 31, 2020

9.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of BGC Class A common stock outstanding for the years ended December 31, 2020 and 2019 were as follows (in thousands):

	Year Ended December 31,
	2020			2019
Shares outstanding at beginning of period		307,915			291,475
Share issuances:
Redemptions/exchanges of limited partnership interests¹		13,190			15,008
Vesting of RSUs		1,134			435
Acquisitions		391			1,039
Other issuances of BGC Class A common stock		345			213
Issuance of BGC Class A common stock for general corporate purposes		45			—
Treasury stock repurchases		(2	)		(233	)
Forfeitures of restricted BGC Class A common stock		—			(22	)
Shares outstanding at end of period		323,018			307,915

Included in redemptions/exchanges of limited partnership interests for the year ended December 31, 2020, are 9.5 million shares of BGC Class A common stock granted in connection with the cancellation of 9.2 million LPUs. Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2019, are 10.1 million shares of BGC Class A common stock granted in connection with the cancellation of 11.5 million LPUs. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding.

Class B Common Stock

The Company did not issue any shares of BGC Class B common stock during the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, there were 45.9 million shares, respectively, of BGC Class B common stock outstanding.

CEO Program

On April 12, 2017, the Company entered into the April 2017 Sales Agreement, pursuant to which the Company offered and sold up to an aggregate of 20 million shares of BGC Class A common stock under the CEO Program. Shares of BGC Class A common stock sold under this Agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. Under this Agreement, the Company agreed to pay Cantor 2% of the gross proceeds from the sale of shares. As of March 31, 2018, the Company had sold all 20 million shares of BGC Class A common stock under the April 2017 Sales Agreement.

On March 9, 2018, the Company entered into 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 BGC Class A common stock under the CEO Program. Proceeds from shares of BGC Class A common stock sold under the March 2018 Sales Agreement may be used for the repurchase of shares and the redemptions of limited partnership interests in BGC Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the March 2018 Sales Agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. For certain transactions during 2020, the Company paid CF&Co 1% of the gross proceeds from the sale of shares of BGC Class A common stock in the Company’s CEO program. During the year ended December 31, 2020, the Company sold 0.2 million shares under the March 2018 Sales Agreement for aggregate proceeds of $0.9 million, at a weighted-average price of $4.11 per share. As of December 31, 2020, the Company had sold 17.6 million shares of BGC Class A common stock (or $210.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 16—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board and Audit Committee have authorized repurchases of BGC 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 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 December 31, 2020, the Company had $249.9 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 units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2020 were as follows (in thousands, except for weighted-average price data):

Period	Total Number of Units Redeemed or Shares Repurchased		Weighted- Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Program
Redemptions¹
January 1, 2020—March 31, 2020		235	$	4.30
April 1, 2020—June 30, 2020		103		3.05
July 1, 2020—September 30, 2020		1,481		2.80
October 1, 2020—December 31, 2020		720		1.78
Total Redemptions		2,539	$	2.67
Repurchases²
January 1, 2020—March 31, 2020		—	$	—
April 1, 2020—June 30, 2020		—		—
July 1, 2020—September 30, 2020		2		2.58
October 1, 2020—December 31, 2020		—		—
Total Repurchases		2		2.58
Total Redemptions and Repurchases		2,541	$	2.67	$	249,908

^{During the year ended December 31, 2020, the Company redeemed 1.8 million LPUs at an aggregate redemption price of $5.5 million for a weighted-average price of $3.03 per unit and 0.7 million FPUs at an aggregate redemption price of $1.3 million for a weighted-average price of $1.79 per unit. During the year ended December 31, 2019, the Company redeemed 1.4 million LPUs at an aggregate redemption price of $8.0 million for a weighted-average price of $5.92 per unit and approximately 56.9 thousand FPUs at an aggregate redemption price of $320.6 thousand for a weighted-average price of $5.64 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 9.5 million shares and 10.1 million shares of BGC Class A common stock during the years ended December 31, 2020 and 2019, respectively, nor the limited partnership interests exchanged for 3.7 million and 4.4 million shares of BGC Class A common stock during the years ended December 31, 2020 and 2019, respectively.}

⁴

^{During the year ended December 31, 2020, the Company repurchased 2 thousand shares of BGC Class A common stock at an aggregate price of $6 thousand for a weighted-average price of $2.58 per share. During the year ended December 31, 2019, the Company repurchased approximately 0.2 million shares of BGC Class A common stock at an aggregate price of $1.2 million for a weighted-average price of $5.30 per share.}

Redeemable Partnership Interest

The changes in the carrying amount of FPUs for the years ended December 31, 2020 and 2019 were as follows (in thousands):

	Year Ended December 31,
	2020			2019
Balance at beginning of period	$	23,638		$	24,706
Consolidated net income allocated to FPUs		815			1,942
Earnings distributions		(815	)		(1,942	)
FPUs exchanged		(1,682	)		(980	)
FPUs redeemed		(1,282	)		(88	)
Balance at end of period	$	20,674		$	23,638