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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
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)
Chief Operating Officer
(Last)         (First)         (Middle)
C/O BGC PARTNERS, INC., 499 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/5/2020
(Street)
NEW YORK, NY 10022
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 8/5/2020    D (2)       457514    (1)  (1) Class A common stock, par value $0.01 per share  457514   (2) 62211  D   

Explanation of Responses:
(1)  On March 2, 2020, BGC Partners, Inc. (the "Company") granted the reporting person 519,725 exchange rights with respect to 519,725 non-exchangeable limited partnership interests of BGC Holdings, L.P. ("BGC Holdings") that were previously granted to the reporting person. The resulting 519,725 exchangeable limited partnership interests of BGC Holdings were immediately exchangeable by the reporting person for an aggregate of 519,725 shares of Class A common stock, par value $0.01 per share, of the Company ("Class A common stock"). The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2)  On August 5, 2020, the Company repurchased 436,665 of such 519,725 exchangeable limited partnership interests held by Mr. Windeatt at a price of $2.90, the closing price of shares of Class A common stock on August 5, 2020. In connection with such repurchase, an additional 20,849 of such 519,725 exchangeable limited partnership interests held by Mr. Windeatt were redeemed for zero. The transactions were approved by the Compensation Committee and are exempt pursuant to Rule 16b-3 under the Exchange Act.

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


Chief Operating Officer

Signatures
/s/ Sean A. Windeatt 8/7/2020
**Signature of Reporting Person Date
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