0001387131-13-000826.txt : 20130318 0001387131-13-000826.hdr.sgml : 20130318 20130318170929 ACCESSION NUMBER: 0001387131-13-000826 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130318 DATE AS OF CHANGE: 20130318 GROUP MEMBERS: ABDALLAH DAHER GROUP MEMBERS: MICHEL DAHER 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: 13698819 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: MASTER GLOBAL ASSETS Ltd CENTRAL INDEX KEY: 0001562059 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DELTA TRADING SAL BUILDING STREET 2: FERZOL MAIN ROAD PO BOX 241 CITY: FERZOL STATE: M8 ZIP: 0000 BUSINESS PHONE: 1 284 961 8 950340 MAIL ADDRESS: STREET 1: WALKERS CORPORATE SERVICES (BVI) LIMITED STREET 2: WALKERS CHAMBERS 171 MAIN STREET CITY: ROAD TOWN TORTOLA STATE: D8 ZIP: VG91110 SC 13D/A 1 mgal-sc13da_031213.htm SCHEDULE 13D AMENDMENT mgal-sc13da_031213.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D/A
[Rule 13d-101]

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13D-2(a)

(Amendment No. 2)

GAIN Capital Holdings, Inc.
 
(Name of Issuer)

Common Stock
 
(Title of Class of Securities)

36268W100
 
(CUSIP Number)

Master Global Assets Limited
c/o: Walkers Corporate Services (BVI) Limited
Walkers Chambers
171 Main Street
Round Town Tortola VG91110
British Virgin Islands

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 12, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: S
 
 
 
 

1.
Name of reporting person:
 
Master Global Assets Limited

2.
Check the appropriate box if a member of group
(a)           o
  
(b)           S
 
  
3.
SEC use only

4.
Source of Funds
 
WC

5.
Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) o
 
6.
Citizenship or Place of Organization:
 
British Virgin Islands

Number of shares beneficially owned by each reporting person with:

7.
Sole voting power: 0
 
8.
Shared voting power: 4,534,690

9.
Sole dispositive power: 0
 
10.
Shared dispositive power: 4,534,690

11.
Aggregate amount beneficially owned by each reporting person:
 
4,534,690

12.
Check if the aggregate amount in row (11) excludes certain shares o

13.
Percent of class represented by amount in row (11):
 
12.91%
 
14.
Type of reporting person: OO
 
 
 
 
 
1.
Name of reporting person:
 
Michel Daher

2.
Check the appropriate box if a member of group
 
(a)           o
  
(b)           S
 
  
3.
SEC use only

4.
Source of Funds
 
PF

5.
Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) o
 
6.
Citizenship or Place of Organization:
 
Lebanon

Number of shares beneficially owned by each reporting person with:

7.
Sole voting power: 0
 
8.
Shared voting power: 4,534,690 (1)
 
9.
Sole dispositive power: 0
 
10.
Shared dispositive power: 4,534,690 (1)

11.
Aggregate amount beneficially owned by each reporting person:
 
4,534,690
 
12.
Check if the aggregate amount in row (11) excludes certain shares o

13.
Percent of class represented by amount in row (11):
 
12.91%

14.
Type of reporting person: IN
 
(1)
Michel Daher, as Chairman and co-owner of Master Global Assets Limited (“MGAL”), may be deemed to beneficially own and hold shared voting and dispositive power with respect to the shares of Issuer’s Common Stock owned by MGAL.

 
 
 

1.
Name of reporting person:
 
Abdallah Daher

2.
Check the appropriate box if a member of group
 
(a)           o
  
(b)           S
 
  
3.
SEC use only

4.
Source of Funds
 
PF

5.
Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) o
 
6.
Citizenship or Place of Organization:
 
Lebanon

Number of shares beneficially owned by each reporting person with:

7.
Sole voting power: 0
 
8.
Shared voting power: 4,534,690 (2)
 
9.
Sole dispositive power: 0
 
10.
Shared dispositive power: 4,534,690 (2)

11.
Aggregate amount beneficially owned by each reporting person:
 
4,534,690

12.
Check if the aggregate amount in row (11) excludes certain shares o

13.
Percent of class represented by amount in row (11):
 
12.91%

14.
Type of reporting person: IN
____________________________

(2)
Abdallah Daher, as a Director and co-owner of MGAL, may be deemed to beneficially own and hold shared voting and dispositive power with respect to the shares of Issuer’s Common Stock owned by MGAL.
 
 
 
 
 
Amendment No. 2 to Statement on Schedule 13D

This Amendment No. 2 to Statement on Schedule 13D (this “Amendment No. 2”) amends the Statement on Schedule 13D (the “Original Statement”) filed January 18, 2013, by Master Global Assets Limited (“MGAL”), Michel Daher and Abdallah Daher, as amended by the Amendment No. 1 to Statement on Schedule 13D filed February 12, 2013 (together with the Original Statement, the “Statement”).  For purposes of this Amendment No. 2 and the Statement, MGAL, Michel Daher and Abdallah Daher are sometimes referred to as a “Reporting Person” and collectively as the “Reporting Persons”.  Except as specifically amended by this Amendment No. 2, the Statement remains in full force and effect.  Capitalized terms used and not otherwise defined in this Amendment No. 2 have the meanings given to them in the Statement.  The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant.

The following Items of the Statement are amended as follows:

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety as follows:

The aggregate purchase price for all shares of the Issuer’s Common Stock reported on the Statement (as amended by Amendment No. 2) (the “Subject Shares”) was approximately $22,675,862.00, which was provided from MGAL’s working capital.

Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated in its entirety as follows:
 
(a)
See Items 11 and 13 of the cover pages to the Statement (as amended by Amendment No. 2) for the aggregate number and percentage of shares of Common Stock that may be deemed to be beneficially owned by each of the Reporting Persons. Collectively, the Reporting Persons may be deemed to beneficially own 4,534,690 shares, or 12.91%, of the Issuer’s Common Stock.  The Subject Shares are owned directly by MGAL.
 
(b)
MGAL, Michel Daher, as Chairman and co-owner of MGAL, and Abdallah Daher, as a Director and co-owner of MGAL, each may be deemed to have the shared power to vote or to direct the voting of and to dispose or direct the disposition of 4,534,690 shares of the Issuer’s Common Stock.
 
(c)
Set forth below is a summary of all transactions by the Reporting Persons in the Subject Shares during the past sixty days preceding the date of the Amendment No. 2:

Date
  
Transaction
  
Shares
    
Price Per Share
  
1/29/13
  
Sale
     800     $ 4.27  
1/30/13
  
Purchase
     800     $ 4.24  
2/4/13
  
Purchase
     11,564     $ 4.29  
2/5/13
  
Purchase
     69,159     $ 4.47  
2/6/13
  
Purchase
     36,600     $ 4.48  
2/7/13
  
Purchase
     214,551     $ 4.52  
2/8/13
  
Purchase
     80,892     $ 4.50  
2/13/13
  
Purchase
     15,880     $ 4.38  
2/14/13
  
Purchase
     25,833     $ 4.49  
2/15/13
  
Purchase
     3,100     $ 4.46  
3/1/13
  
Purchase
     700     $ 4.34  
3/4/13
  
Purchase
     49,379     $ 4.40  
3/5/13
  
Purchase
     92,577     $ 4.55  
3/5/13
  
Sale
     6,900     $ 4.49  
3/6/13
  
Purchase
     3,409     $ 4.48  
3/6/13
  
Sale
     3,409     $ 4.45  
3/7/13
  
Sale
     104,317     $ 4.21  
3/12/13
  
Purchase
     344,422     $ 4.27  
3/13/13
  
Purchase
     805,031     $ 4.09  
3/14/13
  
Purchase
     87,219     $ 4.28  
 
 
 
 

 
(d)
Not applicable.
 
 
(e)
Not applicable.

Item 7.
Material to Be Filed as Exhibits.
 
Exhibit 1.
Joint Filing Agreement dated January 18, 2013, among Master Global Assets Limited, Michel Daher and Abdallah Daher (incorporated herein by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons on January 18, 2013).
 
Exhibit 2. Limited Power of Attorney for Section 13 and Section 16 Reporting Obligations dated March 13, 2013
 
 
 
 
 
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.

Dated: March 18, 2013
 
 
MASTER GLOBAL ASSETS LIMITED
MICHEL DAHER
ABDALLAH DAHER
  
     
By:
/s/Eric J. Hall
  
 
 Eric J. Hall,  as attorney-in-fact for the above-referenced reporting persons  
 
    

EX-2 2 ex_2.htm LIMITED POWER OF ATTORNEY ex_2.htm
 
Exhibit 2
 
 
LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 REPORTING OBLIGATIONS

March 13, 2013

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Michel Daher, Abdallah Daher, Mark Daher, Mark A. Danzi and Eric J. Hall, or any of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
 
1. prepare, execute, acknowledge, deliver and file for and on behalf of each of the undersigned, in each of the undersigned’s individual capacity and also in each of the undersigned’s capacity as an officer, manager and/or director of Master Global Assets Limited (the “Company”), (a) Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and (b) Schedules 13D or 13G (and any amendments thereto) in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder, in each case, with respect to the securities of GAIN Capital Holdings, Inc. (the “Issuer”);
 
2. do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedules 13D or 13G, complete and execute any amendments thereto, and timely file such forms and schedules with the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 or Schedules 13D or 13G electronically with the SEC;
 
3. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and
 
4. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
 
 
 
 
 
 
The undersigned acknowledges the that: (A) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (B) any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (C) the none of the attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (D) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 13(d) and Section 16 of the Exchange Act.
 
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 and Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
 
           IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of the date first set forth above.
 
MASTER GLOBAL ASSETS LIMITED



By: /s/ Michel Daher           
Name: Michel Daher
Title: Director



/s/ Michel Daher                                                                       
MICHEL DAHER



/s/ Abdallah Daher                                                                   
ABDALLAH DAHER