Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Windeatt Sean A
  2. Issuer Name and Ticker or Trading Symbol
BGC Partners, Inc. [BGCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO and Interim CFO
(Last)
(First)
(Middle)
C/O BGC PARTNERS, INC., 499 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
BGC Holdings Exchangeable Limited Partnership Interests (1) 03/01/2019   D(2)     139,265   (1)   (1) Class A Common Stock, par value $0.01 per share 139,265 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Windeatt Sean A
C/O BGC PARTNERS, INC.
499 PARK AVENUE
NEW YORK, NY 10022
      COO and Interim CFO  

Signatures

 /s/ Sean A. Windeatt   03/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 31, 2018, BGC Partners, Inc. (the "Company") granted the reporting person 139,265 exchange rights with respect to 139,265 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 139,265 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person for an aggregate of 139,265 shares of Class A common stock, par value $0.01 per share, of the Company (the "Class A common stock"). The grant was approved by the Compensation Committee of the Board of Directors of the Company and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) On March 1, 2019, the Company repurchased 125,686 of such 139,265 exchangeable limited partnership interests held by Mr. Windeatt at the average price of shares of Class A common stock sold under the Company's controlled equity offering from February 25, 2019 to March 1, 2019 less 1% ($6.1090 per limited partnership interest, for an aggregate purchase price of approximately $767,800). In connection with such repurchase, the remaining 13,579 of such 139,265 exchangeable limited partnership interests held by Mr. Windeatt were redeemed for zero. The transactions were approved by the Compensation Committee of the Board of Directors of the Company and are exempt pursuant to Rule 16b-3 under the Exchange Act.

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