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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MERKEL STEPHEN M   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) EVP, Gen Counsel & Secretary (Last) (First) (Middle) C/O BGC PARTNERS, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2012 (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 Class A Common Stock, par value $0.01 per share 12/17/2012   A(1)   60,606 A (1) 63,975 D   Class A Common Stock, par value $0.01 per share 12/17/2012   F(2)   30,109 D (2) 33,478 D   Class A Common Stock, par value $0.01 per share 04/02/2013   D(3)   33,478 D (3) 0 D   Class A Common Stock, par value $0.01 per share               12,500 (4) I By 401(k) plan Class A Common Stock, par value $0.01 per share               2,250 I By reporting person's spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 PSU Limited Partnership Interests

(1)

12/17/2012

A(1)

60,606 (1)

(1)

(1)

Class A Common Stock, par value $0.01 per share

60,606 (1)

$ 0

60,606 (1)

D

BGC Holdings Exchangeable PSU Limited Partnership Interests

(1)

12/17/2012

M(1)

60,606 (1)

(1)

(1)

Class A Common Stock, par value $0.01 per share

60,606 (1)

$ 0

60,606 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MERKEL STEPHEN M C/O BGC PARTNERS, INC. 499 PARK AVENUE NEW YORK, NY 10022			EVP, Gen Counsel & Secretary

Signatures

/s/ Steven M. Merkel, Executive Vice President, General Counsel and Secretary		04/05/2013
**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 17, 2012, the reporting person was granted, in an exempt transaction pursuant to Rule 16b-3 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), 60,606 exchange rights with respect to 60,606 non-exchangeable PSU limited partnership interests of BGC Holdings, L.P. ("BGC Holdings"), which were originally granted to the reporting person in 2011 as non-exchangeable PSU limited partnership interests of BGC Holdings. The 60,606 exchangeable PSU limited partnership interests of BGC Holdings were immediately exchanged by the reporting person for 60,606 shares of Class A Common Stock, par value $0.01 per share, of BGC Partners, Inc. ("BGC Partners").
(2)	Represents shares of BGC Partners Class A Common Stock disposed of pursuant to cashless withholding in an exempt transaction pursuant to Rule 16b-3 of the Exchange Act.
(3)	Represents shares of BGC Partners Class A Common Stock sold by the reporting person to BGC Partners in an exempt transaction pursuant to Rule 16b-3 of the Exchange Act at a price of $5.61 per share, which was the closing price of the Class A Common Stock on the date of sale, less 2%.
(4)	Represents shares of Class A Common Stock held under the BGC Partners 401(k) plan based on a plan statement dated as of March 31, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.