Edgar Filing: BGC Partners, Inc.

SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)¹

BGC Partners, Inc.

(Name of issuer)

Class A Common stock, par value $.01

(Title of class of securities)

05541T101

(CUSIP number)

July 11, 2008

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

(Continued on the following pages)

(Page 1 of 7 Pages)


		¹The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

		The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No.		05541T101		Page		2		of		7	Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Investment Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			5,331,300 Class A Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,331,300 Class A Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,331,300 Class A Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	10.43% Class A Common stock, par value $.01

12	TYPE OF REPORTING PERSON*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No.		05541T101		Page		3		of		7	Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Group, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			5,331,300 Class A Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,331,300 Class A Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,331,300 Class A Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	10.43% Class A Common stock, par value $.01

12	TYPE OF REPORTING PERSON*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No.		05541T101		Page		4		of		7	Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PAR Capital Management, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware

		5	SOLE VOTING POWER

NUMBER OF			5,331,300 Class A Common stock, par value $.01

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			None

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,331,300 Class A Common stock, par value $.01

WITH		8	SHARED DISPOSITIVE POWER

			None

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,331,300 Class A Common stock, par value $.01

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	10.43% Class A Common stock, par value $.01

12	TYPE OF REPORTING PERSON*

	CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

STATEMENT ON SCHEDULE 13G


CUSIP No. 05541T101		Page 5 of 8 Pages

Item 1(a). Name of Issuer:

BGC Partners, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

499 Park Avenue
New York, NY 10022

Item 2(a). Names of Person Filing:

PAR Investment Partners, L.P.
PAR Group, L.P.
PAR Capital Management, Inc.

Item 2(b). Business Mailing Address for the Person Filing:

PAR Capital Management, Inc.
One International Place, Suite 2401
Boston, MA 02110

Item 2(c). Citizenship:

State of Delaware

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable

Item 4. Ownership:

(a) Amount Beneficially Owned: 5,331,300 Class A common stock, par value $.01

(b) Percent of Class: 10.43% Class A common stock, par value $.01

	(i)		sole power to vote or to direct the vote: 5,331,300 Class A common stock, par value $.01

	(ii)		shared power to vote or to direct the vote:

	(iii)		sole power to dispose or to direct the disposition of: 5,331,300 Class A common stock, par value $.01

	(iv)		shared power to dispose or to direct the disposition of:

Item 5. Ownership of Five Percent or Less of a Class:

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable

Item 8. Identification and Classification of Members of the Group:

Not Applicable

Item 9. Notice of Dissolution of Group:

Not Applicable

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2008


		PAR INVESTMENT PARTNERS, L.P.
		By:		PAR GROUP, L.P.
				its general partner
		By:		PAR CAPITAL MANAGEMENT, INC.
				its general partner

		By:		/s/ Gina DiMento Gina DiMento, Vice President

		PAR GROUP, L.P.
		By:		PAR CAPITAL MANAGEMENT, INC., its general partner

		By:		/s/ Gina DiMento Gina DiMento, Vice President

		PAR CAPITAL MANAGEMENT, INC.

		By:		/s/ Gina DiMento Gina DiMento, Vice President

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the CLASS A COMMON STOCK, PAR VALUE $.01 of BGC Partners, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 21^st day of July, 2008.


		PAR INVESTMENT PARTNERS, L.P.
		By:		PAR GROUP, L.P.
				its general partner
		By:		PAR CAPITAL MANAGEMENT, INC.
				its general partner

		By:		/s/ Gina DiMento Gina DiMento, Vice President

		PAR GROUP, L.P.
		By:		PAR CAPITAL MANAGEMENT, INC.,
				its general partner

		By:		/s/ Gina DiMento Gina DiMento, Vice President

		PAR CAPITAL MANAGEMENT, INC.

		By:		/s/ Gina DiMento Gina DiMento, Vice President