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*
MASTER GLOBAL ASSETS Ltd

(Last) (First) (Middle)
WALKERS CORPORATE SERVICES (BVI) LIMITED
WALKERS CHAMBERS 171 MAIN STREET

(Street)
ROAD TOWN TORTOLA D8 D8 VG91110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc. [ GCAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2013
4. 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 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 03/18/2013 P 15,052 A $4.2465 (1) 4,549,742 D (2)
Common Stock 03/19/2013 P 6,600 A $4.3431 (3) 4,556,342 D (2)
Common Stock 03/20/2013 P 22,446 A $4.379 (4) 4,578,788 D (2)
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
1. Name and Address of Reporting Person*
MASTER GLOBAL ASSETS Ltd

(Last) (First) (Middle)
WALKERS CORPORATE SERVICES (BVI) LIMITED
WALKERS CHAMBERS 171 MAIN STREET

(Street)
ROAD TOWN TORTOLA D8 D8 VG91110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Daher Michel

(Last) (First) (Middle)
FERZOL MAIN ROAD, PO BOX 241

(Street)
FERZOL M8 M8

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Daher Abdallah

(Last) (First) (Middle)
PO BOX 241
FERZOL MAIN ROAD

(Street)
FERZOL M8 M8

(City) (State) (Zip)
Explanation of Responses:
1. This is a an average price. The shares of common stock purchased on March 18, 2013 were purchased pursuant to numerous transactions at an average price of $4.2465 per share, a high price of $4.25 per share and a low price of $4.19 per share. The reporting persons undertake to provide to GAIN Capital Holdings, Inc. ("GAIN"), any security holder of GAIN, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
2. The shares reported on this Form 4 are owned directly by Master Global Assets Limited ("MGAL"). This Form 4 is being filed jointly by MGAL, Michel Daher and Abdallah Daher. Michel Daher and Abdallad Daher may be deemed to indirectly beneficially own the shares owned directly by MGAL because they are both the owners and directors of MGAL. Michel Daher and Abdallah Daher disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Michel Daher or Abdallah Daher is the beneficial owner of any of the securities reported herein.
3. This is a an average price. The shares of common stock purchased on March 19, 2013 were purchased pursuant to numerous transactions at an average price of $4.3431 per share, a high price of $4.40 per share and a low price of $4.29 per share. The reporting persons undertake to provide to GAIN, any security holder of GAIN, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
4. This is a an average price. The shares of common stock purchased on March 20, 2013 were purchased pursuant to numerous transactions at an average price of $4.3790 per share, a high price of $4.47 per share and a low price of $4.38 per share. The reporting persons undertake to provide to GAIN, any security holder of GAIN, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
/s/ Eric Hall, attorney in fact for the reporting persons 03/20/2013
** 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).
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