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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Steenkamp Henri J (Last) (First) (Middle) C/O MF GLOBAL HOLDINGS LTD. 717 FIFTH AVENUE, 9TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MF Global Holdings Ltd. [ MF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/27/2011
	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, par value $1.00 per share	11/11/2010		M		623	A	$0(1)	11,966	D
Common Stock, par value $1.00 per share	11/11/2010		F(2)		211	D	$7.98	11,755(3)	D
Common Stock, par value $1.00 per share	05/27/2011		M		36,099	A	$0(6)	47,854	D
Common Stock, par value $1.00 per share	05/27/2011		F(2)		13,074	D	$7.62	34,780	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
Restricted Stock Units(4)	(4)	05/27/2011		M			36,099	(4)	(4)	Common Stock	36,099	$0	72,192	D
Restricted Stock Units(5)	(5)	11/11/2010		M			623	(5)	(5)	Common Stock	623	$0	1,244	D

Explanation of Responses:

1. The shares of common stock, par value $1.00 per share ("Common Stock"), were acquired upon vesting of restricted stock units granted on November 11, 2009.

2. Payment of tax liability by withholding Common Stock incident to the vesting of restricted share units in accordance with Rule 16b-3.

3. Includes 2,000 shares of Common Stock purchased pursuant to the Employee Stock Purchase Plan, as amended, of MF Global Holdings Ltd. (the "Company"), 500 shares of which were purchased on each of December 31, 2008, December 31, 2009, June 30, 2010, and December 31, 2010.

4. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Company. The restricted stock units are subject to the terms and conditions of the Company's Amended and Restated 2007 Long Term Incentive Plan, as amended. These restricted stock units were granted on May 27, 2010. Approximately one-third of the restricted stock units vested on May 27, 2011, and one-half of the balance will vest on each of the second and third anniversaries of the grant date (becoming fully vested on the third anniversary of the grant date). Common Stock will be delivered upon vesting, except in certain limited circumstances described in the award agreement.

5. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Company. The restricted stock units are subject to the terms and conditions of the Company's Amended and Restated 2007 Long Term Incentive Plan, as amended. These restricted stock units were granted on November 11, 2009. Approximately one-third of the restricted stock units vested on November 11, 2010, and one-half of the balance will vest on each of the second and third anniversaries of the grant date (becoming fully vested on the third anniversary of the grant date). Common Stock will be delivered upon vesting, except in certain limited circumstances described in the award agreement.

6. The shares of Common Stock were acquired upon vesting of restricted stock units granted on May 27, 2010.

	/s/ James Ho, by power of attorney	06/01/2011
	** Signature of Reporting Person	Date
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