X0202 4 2006-05-16 0 0001292426 GFI Group Inc. GFIG 0001314813 Gooch Michael C/O GFI GROUP INC. 100 WALL STREET NEW YORK NY 10005 1 1 1 0 Chairman and CEO Common Stock 57317 I See footnote Common Stock 59712 I See footnote Common Stock 2006-05-16 4 S 0 21052 19.00 D 13707885 I See footnote Common Stock 10526 I See Footnote Common Stock 19299 D Restricted Stock units Common Stock 11261 11261 D Restricted Stock Units Common Stock 8357 8357 D Represents 56,001 shares of Common Stock owned by Magnetic Holdings International (FE) LLC and 1,316 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is the managing member of Magnetic Holdings International (FE) LLC and is a wholly-owned subsidiary of Jersey Partners Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc. Through Jersey Partners Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership. Represents 59,712 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc. Represents 13,728,937 shares of Common Stock owned by Jersey Partners Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc. Represents 10,526 shares of Common Stock owned by the Gooch Investment Trust. Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership. The Restricted Stock Units settle 1 for 1 upon vesting. 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 25, 2005. 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. On May 16, 2006, pursuant to an option agreement between Jersey Partners, Inc. and a former employee of GFI Group Inc. dated May 2001, such former employee exercised options to purchase 21,052 shares of Common Stock beneficially owned by Jersey Partners, Inc. for a purchase price of $19 per share. Christopher D'Antuono, Attorney-in-fact 2006-05-18