SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Levi Ronald Daniel

(Last) (First) (Middle)
C/O GFI GROUP INC.
55 WATER STREET

(Street)
NEW YORK NY 10041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ]
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
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2013
4. If Amendment, Date of 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
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
Common Stock 12/24/2013 M 42,400 A $2.97 751,227 D
Common Stock 12/24/2013 S (6) 42,400 D $3.9 (7) 708,827 D
Common Stock 12/26/2013 M 28,977 A $2.97 737,804 D
Common Stock 12/26/2013 S (6) 28,977 D $3.87 (8) 708,827 D
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 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: 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
Options to Purchase Common Stock $2.97 12/24/2013 M 42,400 (1) 01/01/2014 Common Stock 42,400 $2.97 115,819 D
Restricted Stock Units (2) (3) (3) Common Stock 79,070 79,070 D
Restricted Stock Units (2) (4) (4) Common Stock 173,639 173,639 D
Restricted Stock Units (2) (5) (5) Common Stock 192,308 192,308 D
Options to Purchase Common Stock $2.97 12/26/2013 M 28,977 (1) 01/01/2014 Common Stock 28,977 $2.97 86,842 D
Explanation of Responses:
1. Options are currently exercisable.
2. The Restricted Stock Units settle 1 for 1 upon vesting.
3. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2011.
4. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2012.
5. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2013.
6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.87 to $3.97. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.
8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.83 to $3.91. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.
Christopher D'Antuono, Attorney-in-fact 12/27/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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