0001188112-13-001344.txt : 20130502 0001188112-13-001344.hdr.sgml : 20130502 20130502164210 ACCESSION NUMBER: 0001188112-13-001344 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130502 DATE AS OF CHANGE: 20130502 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAIN Capital Holdings, Inc. CENTRAL INDEX KEY: 0001444363 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 204568600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86029 FILM NUMBER: 13808757 BUSINESS ADDRESS: STREET 1: 550 HILLS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-731-0700 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE CITY: BEDMINSTER STATE: NJ ZIP: 07921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t76434_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 1) t76434_sc13da.htm
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
 
  SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
Gain Capital Holdings, Inc.
 (Name of Issuer)

Common Stock, $0.00001 par value per share
(Title of Class of Securities)

36268W100
(CUSIP Number)

Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 25, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The 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 ("Act") 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).
 
 
 
 
 
CUSIP No.  36268W100
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,401,167
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,401,167
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
3.9%
 
 
14.
Type of Reporting Person (See Instructions)
IA
 
 
 
 
 
CUSIP No.  36268W100
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,401,167
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,401,167
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
3.9%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
CUSIP No.  36268W100
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,401,167
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,401,167
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,167
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
3.9%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
Item 1.
Security and Issuer
 
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, $0.00001 par value per share (the “Common Stock”), of Gain Capital Holdings, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at Bedminster One, 135 Route 202/206, Bedminster, New Jersey 07921.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 14, 2012 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 1.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 1,401,167 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of May 1, 2013 was approximately $7,755,499.  The source of such funds was the assets of a private investment partnership over which Discovery Group exercises discretionary investment management authority (the “Partnership”), including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnership with a broker on customary terms and conditions.  The Partnership is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
 
Item 5.
Interest in Securities of the Issuer
 
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 35,575,654 shares of Common Stock reported outstanding as of April 22, 2013 in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 30, 2013.
 
Discovery Group beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 1,401,167 shares of Common Stock as of May 1, 2013, which represents 3.9% of the outstanding Common Stock.
 
Discovery Group is the sole general partner of  the Partnership.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by the Partnership.
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
 
The sale by the Reporting Persons of shares of Common Stock on April 9, 2013 reported herein was the first sale of Common Stock after the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock.  Based on information available to the Reporting Persons, the Reporting Persons believe they ceased to be beneficial owners of more than five percent of the Common Stock prior to April 9, 2013 due to changes in the aggregate number of shares of Common Stock outstanding.
 
No person other than the Partnership is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
 
 
 
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnership, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.
 
Item 7.
Material to Be Filed as Exhibits
 
 
Exhibit 1:      List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
 
Exhibit 2:      Joint Filing Agreement dated as of May 2, 2013, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
 
Exhibit 3:      Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
 
Exhibit 4:      Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 
 
 
 
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.
 
 
May 2, 2013
 
Date
 
 
DISCOVERY GROUP I, LLC
 
 
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
   
 
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
   
 
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
   
 
 *By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
 
 
 
 
 
Exhibit Index

Exhibit 1
  
List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
     
Exhibit 2
  
Joint Filing Agreement dated as of May 2, 2013, by and among Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3
  
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
     
Exhibit 4
  
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
TRANSACTIONS DURING PAST 60 DAYS
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.  Such transactions involved the sale of shares on the New York Stock Exchange.  Certain of the prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date.  The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date
  
Type
  
Price
  
Shares
4/9/2013
  
Sale
  
 $    5.3771
1
  
2100
4/10/2013
  
Sale
  
 $    5.3608
2
  
57621
4/11/2013
  
Sale
  
 $    5.4204
3
  
15454
4/12/2013
  
Sale
  
 $    5.4188
4
  
20000
4/15/2013
  
Sale
  
 $    5.4091
5
  
2237
4/22/2013
  
Sale
  
 $    5.3000
    
2800
4/23/2013
  
Sale
  
 $    5.3980
6
  
9630
4/24/2013
  
Sale
  
 $    5.5858
7
  
13947
4/25/2013
  
Sale
  
 $    5.5665
8
  
197703
4/26/2013
  
Sale
  
 $    5.1240
9
  
32200
4/29/2013
  
Sale
  
 $    5.0891
10
  
8555
 
 
 
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
EXHIBIT 2
 
JOINT FILING AGREEMENT

   
The undersigned hereby agree to the joint filing of Amendment No. 1 to the Schedule 13D to which this Agreement is attached.
 
Dated:  May 2, 2013
 
  DISCOVERY GROUP I, LLC  
     
       
 
By:
/s/ Michael R. Murphy*  
   
Michael R. Murphy
Managing Member
  
       
 
  Daniel J. Donoghue*  
  Daniel J. Donoghue*  
     
     
  Michael R. Murphy*  
  Michael R. Murphy  
     
     
 
By:
 /s/ Mark Buckley  
    Mark Buckley  
    Attorney-in-Fact for Daniel J. Donoghue  
    Attorney-in-Fact for Michael R. Murphy  
EX-3 4 ex3.htm EXHIBIT 3 ex3.htm
EXHIBIT 3
 
POWER OF ATTORNEY
 
   
    The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
    This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
    IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
 
 
 /s/ Daniel J. Donoghue  
    Daniel J. Donoghue  
 
 
STATE OF ILLINOIS )  
  ) SS.  
COUNTY OF COOK )  
   
    I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
    Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
 
/s/ Kareema M. Cruz  
   
Notary Public
  
 
 EX-4 5 ex4.htm EXHIBIT 4 ex4.htm
EXHIBIT 4
POWER OF ATTORNEY
 
   
    The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
    This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
    N WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
 
 
/s/ Michael R. Murphy  
    Michael R. Murphy  
 
 
STATE OF ILLINOIS )  
  ) SS.  
COUNTY OF COOK )  
  
    I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
    Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
 
/s/ Kareema M. Cruz  
   
Notary Public