SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* IPGL Ltd (Last) (First) (Middle) CITYPOINT LEVEL 28 ONE ROPEMAKER STREET (Street) LONDON X0 EC2Y 9AW (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/10/2017	3. Issuer Name and Ticker or Trading Symbol GAIN Capital Holdings, Inc. [ GCAP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.00001 per share	150,050	D(1)(2)
Common Stock, par value $0.00001 per share	4,629,950	I	See footnotes(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* IPGL Ltd (Last) (First) (Middle) CITYPOINT LEVEL 28 ONE ROPEMAKER STREET (Street) LONDON X0 EC2Y 9AW (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FOX & TROT LTD (Last) (First) (Middle) CITYPOINT LEVEL 28 ONE ROPEMAKER STREET (Street) LONDON X0 EC2Y 9AW (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On May 10, 2017, the Issuer filed a Quarterly Report on Form 10-Q disclosing a new number of outstanding shares of common stock. As a result of the new number of outstanding shares, the reporting persons now beneficially own more than 10% of the Issuer's outstanding common stock.

2. The 150,050 shares of common stock are held of record by IPGL Limited ("IPGL"). David Jeremy Courtenay-Stamp, David Gelber, Mark William Lane Richards, Michael Patrick Spencer and Michael Alan Spencer are the directors of IPGL, and have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL. Messrs. Courtenay-Stamp, Gelber, Richards, Spencer and Spencer each hereby disclaims any beneficial ownership of any shares directly or indirectly held by IPGL, except to the extent of their pecuniary interest therein.

3. The 4,629,950 shares of common stock are held of record by Fox & Trot Limited ("F&T"). IPGL, the 100% owner of F&T, may be deemed to beneficially own the reported shares. Frederick Morton, Mark William Lane Richards and Tom Scarborough are the directors of F&T, and act at the direction of the directors of IPGL to vote or dispose of shares directly held by F&T, except in certain limited circumstances where they have the power, acting by majority vote, to vote or dispose of shares directly held by F&T. Messrs. Morton, Richards and Scarborough each hereby disclaims any beneficial ownership of any shares directly held by F&T, except to the extent of their pecuniary interest therein.

Remarks:

	IPGL Limited, by /s/ Mark William Lane Richards, its director and chief executive officer	05/19/2017
	Fox & Trot Limited, by /s/ Mark William Lane Richards, its director	05/19/2017
	** 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 5 (b)(v).
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