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^*

Heffron Colin

(Last)

(First)

(Middle)

C/O GFI GROUP INC.

100 WALL STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008

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	04/30/2008		M		80,000	A	$0	167,034	D
Common Stock	04/30/2008		F		27,040	D	$11.75	139,994	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)
Options to purchase Common Stock	$2.97							⁽¹⁾	02/01/2014	Common Stock	42,108		42,108	D
Options to purchase Common Stock	$5.25							⁽²⁾	02/01/2014	Common Stock	52,632		52,632	D
Restricted Stock Units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	25,472		25,472	D
Restricted Stock Units	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	38,003		38,003	D
Restricted Stock Units	⁽³⁾	04/30/2008		M			80,000	⁽⁶⁾	⁽⁶⁾	Common Stock	80,000	$0	320,000	D
Restricted Stock Units	⁽³⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	39,144		39,144	D

Explanation of Responses:

1. Options are currently exercisable.

2. Options are currently exercisable.

3. Subject to any election to defer the settlement of vested Restricted Stock units, the Restricted Stock Units settle 1 for 1 upon vesting.

4. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was January 31, 2006.

5. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2007.

6. The restricted stock units shall be subject to vesting in five annual installments on each of the anniversaries of date of grant, which was April 30, 2007.

7. The Restricted Stock Units vest 33% on the first anniversary, 33% on the second anniversary and 34% on the third anniversary of the date of grant and have no expiration date. The date of grant was March 31, 2008.

	Christopher D'Antuono, Attorney-in-fact	05/01/2008
	** 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).
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