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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GAIN Capital Holdings, Inc. [ GCAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 08/31/2011 | M | 565 | A | $0(2) | 10,826(3) | D | |||
Common Stock(1) | 08/31/2011 | M | 2,261 | A | $0(2) | 13,087(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Unit(1)(4) | $0(2) | 08/31/2011 | M | 565 | (4) | (4) | Common Stock | 565 | $0(2) | 2,827 | D | ||||
Restricted Stock Unit(1)(5) | $0(2) | 08/31/2011 | M | 2,261 | (5) | (5) | Common Stock | 2,261 | $0(2) | 3,393 | D |
Explanation of Responses: |
1. Reflects shares acquired as payment for the vested restricted units listed in Table II. |
2. Restricted stock units are a contingent right to receive one share of common stock for no consideration. |
3. Includes 8,000 shares acquired through a restricted on March 23, 2011. Such shares vest 25% per year on each of the first four anniversaries of the grant date. As of the date of this report 0 shares are vested and 8,000 remain unvested. |
4. Such restricted stock units were granted on June 30, 2007 and vested ratably over four years, with one-fourth of the restricted units vesting on each of the first four anniversaries of the grant date. There is no expiration date. Payment for vested restricted stock units in the form of common stock occurs on August 31, 2011, July 1, 2012, July 1, 2013 and December 31, 2014. |
5. Such restricted stock units were granted on December 31, 2006 and vested ratably over four years, with one-fourth of the restricted units vesting on each of the first four anniversaries of the grant date. There is no expiration date. Payment for vested restricted stock units in the form of common stock occurs on July 1, 2010, August 31, 2011, July 1, 2012 and December 31, 2014. |
/s/ Andrew Haines | 09/02/2011 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |