SEC FORM 4

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^*

O'Sullivan Timothy

(Last)

(First)

(Middle)

C/O GAIN CAPITAL HOLDINGS, INC.

135 U.S. RT. 202/206, SUITE 11

(Street)

BEDMINSTER

07921

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Dealer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/01/2012		A		23,000	A	$0	39,523⁽³⁾	D
Common Stock⁽²⁾	03/02/2012		A		2,870	A	$1.54	42,393	D
Common Stock⁽²⁾	03/02/2012		A		120,754	A	$1.99	163,147	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$5.3	03/01/2012		A		29,000		⁽⁴⁾	03/01/2019	Common Stock	29,000	$0	29,000	D
Stock Option	$1.54	03/02/2012		M		2,870		⁽⁵⁾	⁽⁵⁾	Common Stock	2,870	$0	0	D
Stock Option	$1.99	03/02/2012		M		120,754		⁽⁶⁾	⁽⁶⁾	Common Stock	120,754	$0	0	D

Explanation of Responses:

1. Restricted stock unit, which vests at a rate of 25% annually over four years commencing on the first anniversary of the date of grant.

2. Reflects shares acquired upon exercise of stock options listed in Table II below.

3. Includes 12,000 shares acquired through a restricted stock award on March 23, 2011, which restrictions lapse 25% annually over four years commencing on the first anniversary of the date of grant. As of the date of this report, 0 shares are vested and 12,000 shares are unvested.

4. Such stock options vest 25% annually over four years commencing on the first anniversary of the date of grant. The stock options have a term of seven years.

5. Such stock options were granted on January 31, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have a term of ten years. As of the date of this report, none of these options remain outstanding.

6. Such stock options were granted on June 15, 2005 and vested ratably over three years, with one-third of the options vesting on each of the first three anniversaries of the grant date. The options have a term of ten years. As of the date of this report, none of these options remain outstanding.

	/s/: Timothy O?Sullivan	03/05/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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