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Stock Transactions and Unit Redemptions | 6 Months Ended
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Jun. 30, 2022
Equity [Abstract] |
Stock Transactions and Unit Redemptions | 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 June 30, |  | Six Months Ended June 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Shares outstanding at beginning of period | 326,563 |  |  | 334,364 |  |  | 317,023 |  |  | 323,018 |
Share issuances: |  |  |  |  |  |  |
Redemptions/exchanges of limited partnership interests¹ | 5,071 |  |  | 30,156 |  |  | 11,714 |  |  | 40,587 |
Vesting of RSUs | 589 |  |  | 360 |  |  | 2,571 |  |  | 1,728 |
Acquisitions | 274 |  |  | 537 |  |  | 1,186 |  |  | 787 |
Other issuances of BGC Class A common stock | 339 |  |  | 5 |  |  | 342 |  |  | 266 |
Restricted stock forfeitures | (4) |  |  | (84) |  |  | (4) |  |  | (84) |
Treasury stock repurchases | (8,745) |  |  | (16,543) |  |  | (8,745) |  |  | (17,507) |
Shares outstanding at end of period | 324,087 |  |  | 348,795 |  |  | 324,087 |  |  | 348,795 |
____________________________ 1 Included in redemptions/exchanges of limited partnership interests for the three months ended June 30, 2022 and 2021 are 4.7 million shares of BGC Class A common stock granted in connection with the cancellation of 4.8 million LPUs, and 13.8 million shares of BGC Class A common stock granted in connection with the cancellation of 14.6 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests for the six months ended June 30, 2022 and 2021 are 7.9 million shares of BGC Class A common stock granted in connection with the cancellation of 8.1 million LPUs, and 15.4 million shares of BGC Class A common stock granted in connection with the cancellation of 16.3 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 six months ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, 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. 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 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, the Company filed a new CEO Program shelf registration statement on Form S-3 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 (the "March 2021 Form S-3"). See Note 27—“Subsequent Events” for additional information regarding the new shelf registration statement filed by the Company for the CEO Program. 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 June 30, 2022, the Company had $158.4 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 tables below represent 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 six months ended June 30, 2022 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
Redemptions 1,2 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | 43 |  |  | $ | 4.01 |  |  |
April 1, 2022—June 30, 2022 |  | 1,010 |  |  | $ | 3.81 |  |  |
Total Redemptions |  | 1,053 |  |  | $ | 3.82 |  |  |
Repurchases 3,4 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | — |  |  | $ | — |  |  |
April 1, 2022 - April 30, 2022 |  | — |  |  | $ | — |  |  |
May 1, 2022 - May 31, 2022 |  | 1,150 |  |  | $ | 3.70 |  |  |
June 1, 2022 - June 30, 2022 |  | 7,595 |  |  | $ | 3.31 |  |  |
Total Repurchases |  | 8,745 |  |  | $ | 3.36 |  |  |
Total Redemptions and Repurchases |  | 9,798 |  |  | $ | 3.41 |  |  | $ | 158,404 |
___________________________ 1. During the three months ended June 30, 2022, the Company redeemed 1.0 million LPUs at an aggregate redemption price of $3.7 million for a weighted-average price of $3.84 per unit. During the three months ended June 30, 2022, the Company redeemed 40 thousand FPUs at an aggregate redemption price of $0.1 million for a weighted-average price of $2.94 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 4.7 million shares of BGC Class A common stock during the three months ended June 30, 2022, nor the limited partnership interests exchanged for 0.7 million shares of BGC Class A common stock during the three months ended June 30, 2022. 2. During the six months ended June 30, 2022, the Company redeemed 1.0 million LPUs at an aggregate redemption price of $3.8 million for a weighted-average price of $3.85 per unit. During the six months ended June 30, 2022, the Company redeemed 0.1 million FPUs at an aggregate redemption price of $0.2 million for a weighted-average of $3.33 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 7.9 million shares of BGC Class A common stock during the six months ended June 30, 2022, nor the limited partnership interests exchanged for 4.5 million shares of BGC Class A common stock during the six months ended June 30, 2022. 3 During the three months ended June 30, 2022, the Company repurchased 8.7 million shares of BGC Class A common stock at an aggregate price of $29.4 million for a weighted-average price of $3.36 per share. 4 During the six months ended June 30, 2022, the Company repurchased 8.7 million shares of BGC Class A common stock at an aggregate price of $29.4 million for a weighted-average price of $3.36 per share. The gross unit redemptions and share repurchases of BGC Class A common stock during the three and six months ended June 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
Redemptions 1,2 |  |  |  |  |  |
January 1, 2021—March 31, 2021 |  | 20 |  |  | $ | 4.40 |  |  |
April 1, 2021—June 30, 2021 |  | 4,715 |  |  | $ | 5.82 |  |  |
Total Redemptions |  | 4,735 |  |  | $ | 5.82 |  |  |
Repurchases 3,4 |  |  |  |  |  |
January 1, 2021—March 31, 2021 |  | 965 |  |  | $ | 4.56 |  |  |
April 2, 2021 - April 30, 2021 |  | 2 |  |  | $ | 5.29 |  |  |
May 1, 2021 - May 31, 2021 |  | 1,018 |  |  | $ | 5.59 |  |  |
June 1, 2021 - June 30, 2021 |  | 15,522 |  |  | $ | 6.29 |  |  |
Total Repurchases |  | 17,507 |  |  | $ | 6.16 |  |  |
Total Redemptions and Repurchases |  | 22,242 |  |  | $ | 6.08 |  |  | $ | 114,584 |
____________________________ 1 During the three months ended June 30, 2021, the Company redeemed 4.7 million LPUs at an aggregate redemption price of $27.3 million for a weighted-average price of $5.84 per unit. During the three months ended June 30, 2021, the Company redeemed 44 thousand FPUs at an aggregate redemption price of $0.2 million for an average price of $4.06 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 13.8 million shares of BGC Class A common stock during the three months ended June 30, 2021, nor the limited partnership interests exchanged for 16.8 million shares of BGC Class A common stock during the three months ended June 30, 2021. 2 During the six months ended June 30, 2021, the Company redeemed 4.7 million LPUs at an aggregate redemption price of $27.3 million for a weighted-average price of $5.83 per unit. During the six months ended June 30, 2021, the Company redeemed 0.1 million FPUs at an aggregate redemption price of $0.2 million for a weighted-average price of $4.11 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 15.4 million shares of BGC Class A common stock during the six months ended June 30, 2021, nor the limited partnership interests exchanged for 25.9 million shares of BGC Class A common stock during the six months ended June 30, 2021. 3 During the three months ended June 30, 2021, the Company repurchased 16.5 million shares of BGC Class A common stock at an aggregate price of $103.4 million for a weighted-average price of $6.25 per share. 4 During the six months ended June 30, 2021, the Company repurchased 17.5 million shares of BGC Class A common stock at an aggregate price of $107.8 million for a weighted-average price of $6.16 per share. Redeemable Partnership Interest The changes in the carrying amount of FPUs were as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Balance at beginning of period | $ | 17,786 |  |  | $ | 19,989 |  |  | $ | 18,761 |  |  | $ | 20,674 |
Consolidated net income allocated to FPUs | 253 |  |  | 438 |  |  | 721 |  |  | 958 |
Earnings distributions | (465) |  |  | (520) |  |  | (1,539) |  |  | (520) |
FPUs exchanged | (380) |  |  | (253) |  |  | (719) |  |  | (509) |
FPUs redeemed | (748) |  |  | (72) |  |  | (778) |  |  | (1,021) |
Balance at end of period | $ | 16,446 |  |  | $ | 19,582 |  |  | $ | 16,446 |  |  | $ | 19,582 |

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