ITEM 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

ITEM 8.01. OTHER EVENTS

On June 17, 2009 BGC Partners, Inc. issued a press release announcing that it has completed its acquisition through one of its affiliates of a leading Brazilian inter-dealer broker Liquidez DTVM Ltda.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the acquisition, the Company issued an aggregate of 1,750,000 REUs to certain shareholders of Liquidez and one other employee, a portion of which will become exchangeable into shares of the Company's Class A Common Stock as follows: (i) 250,000 REUs will become exchangeable on each of the first, second, and third anniversary dates of the closing; and (ii) 250,000 REUs will become exchangeable on the third anniversary date of the closing in the event that certain profit targets are met. The Company's issuance of shares of Class A Common Stock to such persons upon the exchange of these REUs will be in reliance on the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), for transactions outside of the United States.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1 BGC Partners, Inc. press release dated June 17, 2009.

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