Stock Transactions and Unit Redemptions

9 Months Ended

Sep. 30, 2021

Class A Common Stock

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Shares outstanding at beginning of period	348,795	313,323	323,018	307,915
Share issuances:
Redemptions/exchanges of limited partnership interests¹	8,446	1,747	49,033	5,821
Vesting of RSUs	213	115	1,941	915
Acquisitions	343	42	1,130	327
Other issuances of BGC Class A common stock	100	90	366	339
Restricted stock forfeitures	(56)	—	(140)	—
Treasury stock repurchases	(24,433)	(2)	(41,940)	(2)
Shares outstanding at end of period	333,408	315,315	333,408	315,315

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1.Included in redemptions/exchanges of limited partnership interests for the three months ended September 30, 2021 and 2020 are 5.8 million shares of BGC Class A common stock granted in connection with the cancellation of 6.9 million LPUs, and 0.5 million shares of BGC Class A common stock granted in connection with the cancellation of 0.4 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests for the nine months ended September 30, 2021 and 2020 are 21.2 million shares of BGC Class A common stock granted in connection with the cancellation of 23.2 million LPUs, and 2.6 million shares of BGC Class A common stock granted in connection with the cancellation of 2.5 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 and nine months ended September 30, 2021 and 2020. As of September 30, 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 filed a CEO program shelf registration statement on Form S-3 (the "March 2018 Form S-3") and entered into the March 2018 Sales Agreement, pursuant to which the Company could 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 could 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 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 and nine months ended September 30, 2021. The March 2018 Form S-3 and the March 2018 Sales Agreement expired in September 2021. As of the date of expiration, 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 14—“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 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 3, 2021, the Company's Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of September 30, 2021, the Company had $322.8 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 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 and nine months ended September 30, 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
Redemptions1,2
January 1, 2021—March 31, 2021	20	$	4.40
April 1, 2021—June 30, 2021	4,715	5.82
July 1, 2021—September 30, 2021	73	5.14
Total Redemptions	4,808	$	5.81
Repurchases3,4
January 1, 2021—March 31, 2021	965	$	4.56
April 1, 2021—June 30, 2021	16,542	6.25
July 1, 2021—July 31, 2021	10,000	5.00
August 1, 2021—August 31, 2021	5,899	5.64
September 1, 2021—September 30, 2021	8,534	5.10
Total Repurchases	41,940	$	5.59
Total Redemptions and Repurchases	46,748	$	5.62	$	322,835

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1.During the three months ended September 30, 2021, the Company redeemed 16 thousand LPUs at an aggregate redemption price of $71 thousand for a weighted-average price of $4.47 per unit. During the three months ended September 30, 2021, the Company redeemed 57 thousand FPUs at an aggregate redemption price of $302 thousand for a weighted-average price of $5.33 per unit. During the three months ended September 30, 2020, the Company redeemed 1.5 million LPUs at an aggregate redemption price of $4.1 million for a weighted-average price of $2.81 per unit. During the three months ended September 30, 2020, the Company redeemed 27 thousand FPUs at an aggregate redemption price of $73 thousand for an average price of $2.74 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 5.8 million and 0.5 million shares of BGC Class A common stock during the three months ended September 30, 2021 and 2020, respectively, nor the limited partnership interests exchanged for 2.9 million and 1.3 million shares of BGC Class A common stock during the three months ended September 30, 2021 and 2020, respectively.

2.During the nine months ended September 30, 2021, the Company redeemed 4.7 million LPUs at an aggregate redemption price of $27.4 million for an average price of $5.83 per unit. During the nine months ended September 30, 2021, the Company redeemed 0.1 million FPUs at an aggregate redemption price of $0.5 million for an average price of $4.75 per unit. During the nine months ended September 30, 2020, the Company redeemed 1.8 million LPUs at an aggregate redemption price of $5.4 million for an average price of $3.02 per unit. During the nine months ended September 30, 2020, the Company redeemed 28 thousand FPUs at an aggregate redemption price of $77 thousand for an average price of $2.75 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 21.2 million and 2.6 million shares of BGC Class A common stock during the nine months ended September 30, 2021 and 2020, respectively, nor the limited partnership interests exchanged for 28.8 million and 3.1 million shares of BGC Class A common stock during the nine months ended September 30, 2021 and 2020, respectively.

3.During the three months ended September 30, 2021, the Company repurchased 24.4 million shares of BGC Class A common stock at an aggregate price of $126.8 million for a weighted-average price of $5.19 per share. During the three months ended September 30, 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.

4.During the nine months ended September 30, 2021, the Company repurchased 41.9 million shares of BGC Class A common stock at an aggregate price of $234.6 million for a weighted-average price of $5.59 per share. During the nine months ended September 30, 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.

Redeemable Partnership Interest

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


	Nine Months Ended September 30,
	2021		2020
Balance at beginning of period	$	20,674	$	23,638
Consolidated net income allocated to FPUs	958		815
Earnings distributions	(957)		(255)
FPUs exchanged	(893)		(797)
FPUs redeemed	(1,111)		(121)
Balance at end of period	$	18,671	$	23,280