The information required by this Item 1.01 is set forth under Item 8.01 below and is hereby incorporated by reference in response to this Item.

On December 12, 2012, BGC Partners, Inc. (the "Company") entered into a Controlled Equity OfferingSM Sales Agreement, dated December 12, 2012 (the "Sales Agreement"), with Cantor Fitzgerald & Co., pursuant to which the Company may issue and sell up to 20,000,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), under the Company's shelf Registration Statement on Form S-3 (Registration No. 333-185110), from time to time through Cantor Fitzgerald & Co., as the Company's sales agent under the Sales Agreement. Under the Sales Agreement, Cantor Fitzgerald & Co. will be entitled to compensation equal to 2.0% of the gross proceeds of any of the shares of Class A Common Stock that are sold by it as the Company's sales agent. Cantor Fitzgerald & Co. is a wholly owned subsidiary of Cantor Fitzgerald, L.P. and an affiliate of the Company. The Sales Agreement follows the Company's prior Controlled Equity OfferingSM Sales Agreement, dated February 15, 2012 (the "February 2012 Sales Agreement"), with Cantor Fitzgerald & Co. under the Company's shelf Registration Statement on Form S-3 (Registration No. 333-176523). Of the 10,000,000 shares of Class A Common Stock covered by the February 2012 Sales Agreement, 9,909,910 shares have been sold as of December 12, 2012, and 90,090 shares remain to be sold as of such date.

Sales of shares of Class A Common Stock, if any, pursuant to the Sales Agreement may be made in privately negotiated transactions or by any method permitted by law deemed to be an "at-the-market" equity offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the Nasdaq Global Select Market, the existing market for the Class A Common Stock, sales on any other existing trading market for the Class A Common Stock, or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

Exhibit
  No.                                     Description

1.1          Controlled Equity OfferingSM Sales Agreement between BGC Partners,
             Inc. and Cantor Fitzgerald & Co., dated December12, 2012

5.1          Opinion of Stephen M. Merkel

23.1         Consent of Stephen M. Merkel (included in Exhibit 5.1)