X0306 4 2014-05-08 1 0001179090 Bonds.com Group, Inc. BDCG 0001314813 Gooch Michael C/O GFI GROUP INC. 55 WATER STREET NEW YORK NY 10041 0 0 0 1 Former Director & 10% Owner Series E-2 Convertible Preferred Stock 28.00 2014-05-08 4 J 0 3000 D Common Stock 126178 0 I See Footnote Series E Convertible Preferred Stock 28.00 2014-05-08 4 J 0 2667 D Common Stock 113726 0 I See Footnote Common Stock Options 8.35 2014-05-08 4 J 0 10806 D 2020-06-30 Common Stock 10806 0 I See Footnote Common Stock Warrants 28.00 2014-05-08 4 J 0 89285 D 2016-12-05 Common Stock 89285 0 I See Footnote Common Stock Warrants 28.00 2014-05-08 4 J 0 64285 D 2016-12-05 Common Stock 64285 0 I See Footnote Common Stock Warrants 28.00 2014-05-08 4 J 0 42857 D 2017-06-08 Common Stock 42857 0 I See Footnote On April 25, 2013, the Issuer implemented a 1-for-400 reverse stock split of its common stock (the "Reverse Stock Split"). All share, conversion price and exercise price information in this Form 4 reflect the Reverse Stock Split. 3,000 shares of Series E-2 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series E-2 Convertible Preferred Stock") were convertible into 126,178 shares of Common Stock, assuming conversion as of May 8, 2014 (the "Closing Date"). The terms of the Series E-2 Convertible Preferred Stock provided that holders of shares of Series E-2 Convertible Preferred Stock were entitled to receive dividends at a rate per annum of 8%, compounded annually, on each share of Series E-2 Convertible Preferred Stock (subject to certain adjustments) (the "Series E-2 Accruing Dividends" ). The conversion rate was determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E-2 Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The conversion price was $28.00 as of the Closing Date. See Exhibit 99.1. The Series E-2 Convertible Preferred Stock and the Series E Convertible Preferred Stock were immediately convertible upon issuance. The Series E-2 Convertible Preferred Stock and the Series E Convertible Preferred Stock did not have an expiration date. Represents securities directly held by GFINet Inc. GFI Group Inc. is the parent company of GFINet Inc. and, as such, may be deemed to beneficially own the securities reported herein. Mr. Gooch is the Executive Chairman of GFI Group Inc. and the President and controlling shareholder of Jersey Partners Inc., GFI Group Inc.'s largest shareholder. Accordingly, Mr. Gooch may be deemed to have a pecuniary interest in the subject securities. Mr. Gooch disclaims beneficial ownership with respect to these securities. 2,667 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series E Convertible Preferred Stock") were convertible into 113,726 shares of Common Stock, assuming conversion as of the Closing Date. The terms of the Series E Convertible Preferred Stock provided that holders of shares of Series E Convertible Preferred Stock were entitled to receive dividends at the rate per annum of 8%, compounded annually, on each share of Series E Convertible Preferred Stock (subject to certain adjustments) (the "Series E Accruing Dividends"). The conversion rate was determined by dividing (i) the sum of (x) the stated value applicable to such shares ($1,000 subject to certain adjustments for stock splits and the like) and (y) all Series E Accruing Dividends thereon that remain unpaid as of such date by (ii) the conversion price then in effect. The conversion price was $28.00 as of the Closing Date. The options were immediately exercisable into Common Stock upon issuance. The warrants were immediately exercisable into Common Stock upon issuance This Form 4 is being filed by Michael Gooch, the Executive Chairman of GFI Group Inc. and the President and controlling shareholder of Jersey Partners Inc., GFI Group Inc.'s largest shareholder. GFI Group Inc. is the parent company of GFINet Inc., the entity that held the securities reported herein. The Reporting Person disclaims the existence of a ''group'' and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities reported herein except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Michael Gooch By: /s/ Christopher D' Antuono, Attorney-in-fact 2014-05-09