X0306 4 2013-07-01 0 0001292426 GFI Group Inc. GFIG 0001314813 Gooch Michael C/O GFI GROUP INC. 55 WATER STREET NEW YORK NY 10041 1 1 1 0 Executive Chairman Common Stock 5264 I See footnote Common Stock 238848 I See footnote Common Stock 42104 I See footnote Common Stock 193024 D Common Stock 2013-07-01 4 S 0 35000 3.88 D 47185128 I See footnote Common Stock 2013-07-02 4 S 0 35000 3.87 D 47150128 I See footnote Common Stock 2013-07-03 4 S 0 30000 3.82 D 47120128 I See footnote Restricted Stock Units Common Stock 84578 84578 D Restricted Stock Units Common Stock 103077 103077 D Restricted Stock Units Common Stock 104420 104420 D Represents 5,264 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is a wholly-owned subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Through Jersey Partners, Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership. Represents 238,848 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Represents shares of Common Stock owned by Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Represents 42,104 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. Includes 1,320 shares owned by the Reporting Person's children. The Reporting Person disclaims beneficial ownership with respect to these shares. 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, 2011. 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, 2012. 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, 2013. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.85 to $3.92. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.85 to $3.96. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.78 to $3.87. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price. Christopher D'Antuono, Attorney-in-fact 2013-07-03