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Stock Transactions and Unit Redemptions | 3 Months Ended
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Mar. 31, 2023
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 March 31, |  |
| 2023 |  | 2022 |  |  |  |
Shares outstanding at beginning of period | 325,858 |  |  | 317,023 |  |  |  |  |
Share issuances: |  |  |  |  |  |  |
Redemptions/exchanges of limited partnership interests¹ | 13,145 |  |  | 6,643 |  |  |  |  |
Vesting of RSUs | 2,096 |  |  | 1,982 |  |  |  |  |
Acquisitions | 658 |  |  | 912 |  |  |  |  |
Other issuances of BGC Class A common stock | 13 |  |  | 3 |  |  |  |  |
Restricted stock forfeitures | (49) |  |  | — |  |  |  |  |
Treasury stock repurchases | (846) |  |  | — |  |  |  |  |
Shares outstanding at end of period | 340,875 |  |  | 326,563 |  |  |  |  |
____________________________ 1 Included in redemptions/exchanges of limited partnership interests for the three months ended March 31, 2023 and 2022 are 6.9 million shares of BGC Class A common stock granted in connection with the cancellation of 7.3 million LPUs, and 3.3 million shares of BGC Class A common stock granted in connection with the cancellation of 3.3 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 months ended March 31, 2023 and 2022. As of both March 31, 2023 and December 31, 2022, there were 45.9 million shares of BGC Class B common stock outstanding. CEO Program On March 8, 2021, the Company filed a 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”). On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3. On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the August 2022 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of March 31, 2023, the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the August 2022 Sales Agreement. 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 November 4, 2022, the 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 March 31, 2023, the Company had $372.1 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 do 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, 2023 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 Could Be Redeemed/ Purchased Under the Program at March 31, 2023
Redemptions 1 |  |  |  |  |  |
January 1, 2023—March 31, 2023 |  | 23 |  |  | $ | 3.90 |  |  |
Repurchases 2 |  |  |  |  |  |
January 1, 2023—January 31, 2023 |  | — |  |  | $ | — |  |  |
February 1, 2023—February 28, 2023 |  | — |  |  | — |  |  |
March 1, 2023—March 31, 2023 |  | 846 |  |  | 4.97 |  |  |
Total Redemptions and Repurchases |  | 869 |  |  | $ | 4.95 |  |  | $ | 372,115 |
___________________________ 1.The Company redeemed an immaterial amount of LPUs during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company redeemed 23 thousand FPUs at an aggregate redemption price of $0.1 million for a weighted-average price of $3.90 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 6.9 million shares of BGC Class A common stock during the three months ended March 31, 2023, nor the limited partnership interests exchanged for 6.3 million shares of BGC Class A common stock during the three months ended March 31, 2023. 2.During the three months ended March 31, 2023, the Company repurchased 0.8 million shares of BGC Class A common stock at an aggregate price of $4.2 million for a weighted-average price of $4.97 per share. The gross unit redemptions and share repurchases of BGC Class A common stock during the three months ended March 31, 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 Could Be Redeemed/ Purchased Under the Program at March 31, 2022
Redemptions 1 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | 43 |  |  | $ | 4.01 |  |  |
Repurchases 2 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | — |  |  | $ | — |  |  |
Total Redemptions and Repurchases |  | 43 |  |  | $ | 4.01 |  |  | $ | 191,635 |
____________________________ 1 During the three months ended March 31, 2022, the Company redeemed 14 thousand LPUs at an aggregate redemption price of $59 thousand for a weighted-average price of $4.30 per unit. During the three months ended March 31, 2022, the Company redeemed 29 thousand FPUs at an aggregate redemption price of $114 thousand for a weighted-average price of $3.88 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 3.3 million shares of BGC Class A common stock during the three months ended March 31, 2022, nor the limited partnership interests exchanged for 3.8 million shares of BGC Class A common stock during the three months ended March 31, 2022. 2 The Company did not repurchase shares of BGC Class A common stock during the three months ended March 31, 2022. Redeemable Partnership Interest The changes in the carrying amount of FPUs were as follows (in thousands):
| Three Months Ended March 31, |  |
| 2023 |  | 2022 |  |  |  |
Balance at beginning of period | $ | 15,519 |  |  | $ | 18,761 |  |  |  |  |
Consolidated net income allocated to FPUs | 236 |  |  | 468 |  |  |  |  |
Earnings distributions | — |  |  | (1,074) |  |  |  |  |
FPUs exchanged | (309) |  |  | (339) |  |  |  |  |
FPUs redeemed | (23) |  |  | (30) |  |  |  |  |
Balance at end of period | $ | 15,423 |  |  | $ | 17,786 |  |  |  |  |

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