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Stock Transactions and Unit Redemptions

3 Months Ended

Mar. 31, 2021

6.	Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of BGC Class A common stock outstanding were as follows (in thousands):

	Three Months Ended March 31,
	2021			2020
Shares outstanding at beginning of period		323,018			307,915
Share issuances:
Redemptions/exchanges of limited partnership interests¹		10,431			2,105
Vesting of RSUs		1,367			697
Acquisitions		251			270
Other issuances of BGC Class A common stock		262			72
Treasury stock repurchases		(965	)		—
Shares outstanding at end of period		334,364			311,059

Included in redemptions/exchanges of limited partnership interests for the three months ended March 31, 2021 and 2020 are 1.6 million shares of BGC Class A common stock granted in connection with the cancellation of 1.7 million LPUs, and 1.4 million shares of BGC Class A common stock granted in connection with the cancellation of 1.4 million LPUs, respectively. 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 three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, there were 45.9 million shares of BGC Class B common stock outstanding.

CEO Program

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. The Company did not sell any shares under the March 2018 Sales Agreement during the three months ended March 31, 2021. As of March 31, 2021, 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 13—“Related Party Transactions.” On March 8, 2021, we filed a replacement CEO Program shelf registration statement on Form S-3, which has not yet been declared effective, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock (inclusive of the $89.2 million of shares remaining for sale under the current CEO Program) from time to time on a delayed or continuous basis.

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 March 31, 2021, the Company had $245.4 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 three months ended March 31, 2021 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, 2021—March 31, 2021		20	$	4.40
Repurchases²
January 1, 2021—January 31, 2021		—	$	—
February 1, 2021—February 28, 2021		962		4.56
March 1, 2021—March 31, 2021		3		4.29
Total Repurchases		965	$	4.56
Total Redemptions and Repurchases		985	$	4.56	$	245,422

During the three months ended March 31, 2021, the Company redeemed 14 thousand LPUs at an aggregate redemption price of $61 thousand for a weighted-average price of $4.36 per unit. During the three months ended March 31, 2021, the Company redeemed 6 thousand FPUs at an aggregate redemption price of $28 thousand for a weighted-average price of $4.48 per unit. During the three months ended March 31, 2020, the Company redeemed 0.2 million LPUs at an aggregate redemption price of $1.0 million for a weighted-average price of $4.30 per unit. No FPUs were redeemed during the three months ended March 31, 2020. The table above does not include units redeemed/cancelled in connection with the grant of 1.6 million and 1.4 million shares of BGC Class A common stock during the three months ended March 31, 2021 and 2020, respectively, nor the limited partnership interests exchanged for 9.1 million and 0.6 million shares of BGC Class A common stock during the three months ended March 31, 2021 and 2020, respectively.

During the three months ended March 31, 2021, the Company repurchased 1.0 million shares of BGC Class A common stock at an aggregate price of $4.4 million for a weighted-average price of $4.56 per share. The Company did not repurchase any shares of BGC Class A common stock during the three months ended March 31, 2020.

Redeemable Partnership Interest

The changes in the carrying amount of FPUs were as follows (in thousands):

	Three Months Ended March 31,
	2021			2020
Balance at beginning of period	$	20,674		$	23,638
Consolidated net income allocated to FPUs		520			—
FPUs exchanged		(256	)		(181	)
FPUs redeemed		(949	)		—
Balance at end of period	$	19,989		$	23,457