0000950103-20-015255.txt : 20200804 0000950103-20-015255.hdr.sgml : 20200804 20200804174909 ACCESSION NUMBER: 0000950103-20-015255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200524 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stevens Glenn Henry CENTRAL INDEX KEY: 0001472938 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35008 FILM NUMBER: 201074515 MAIL ADDRESS: STREET 1: 550 HILLS DRIVE, SUITE 210 CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER NAME: FORMER CONFORMED NAME: Stevens Glenn H DATE OF NAME CHANGE: 20090923 ISSUER: 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 BUSINESS ADDRESS: STREET 1: BEDMINSTER ONE, SUITE 11 STREET 2: 135 US HWY 202/206 CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 908-731-0700 MAIL ADDRESS: STREET 1: BEDMINSTER ONE, SUITE 11 STREET 2: 135 US HWY 202/206 CITY: BEDMINSTER STATE: NJ ZIP: 07921 4 1 dp133844_4-stevens.xml FORM 4 X0306 4 2020-05-24 1 0001444363 GAIN Capital Holdings, Inc. GCAP 0001472938 Stevens Glenn Henry C/O GAIN CAPITAL HOLDINGS, INC. BEDMINSTER ONE, 135 US HWY. 202/206 BEDMINSTER NJ 07921 1 1 0 0 President, CEO & Director Common Stock 2020-07-31 4 D 0 1699283 6.00 D 138533 D Common Stock 2020-07-31 4 D 0 117533 6.00 D 21000 D Common Stock 2020-07-31 4 D 0 21000 6.00 D 0 D Common Stock 2020-05-24 4 A 0 19103 6.00 D 19103 D Common Stock 2020-07-31 4 D 0 19103 6.00 D 0 D Common Stock 2020-07-31 4 A 0 129969 6.00 A 129969 D Common Stock 2020-07-31 4 D 0 129969 6.00 D 0 D On July 31, 2020, Gain Capital holdings, Inc. (the "Issuer") and StoneX Group Inc. (f/k/a INTL FCStone Inc.) completed the merger (the "Merger") contemplated by the Agreement and Plan of Merger among the parties thereto, dated as of February 26, 2020 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Issuer common stock reported in Table I above was converted into the right to receive $6.00 in cash (the "Merger Consideration"). Disposed of pursuant to the terms of the Merger Agreement under which each restricted stock unit ("RSU") that is subject to time-based vesting was canceled in exchange for a cash payment representing a number of shares of common stock subject to such RSU, multiplied by the Merger Consideration. Disposed of pursuant to the terms of the Merger Agreement under which each performance-based RSU ("PRSU") for which the performance period has ended was canceled in exchange for a cash payment representing a number of shares of common stock subject to such PRSU determined based on actual performance during the performance period, multiplied by the Merger Consideration. On September 19, 2018, the reporting person received a compensatory grant of PRSUs for which vesting was dependent on the Issuer's performance. The level of achievement against this operational goal was determined by the Compensation Committee of the Board of Directors, and 65% of the PRSUs is scheduled to vest on the second anniversary of the grant date. The remaining 35% of the PRSUs is scheduled to vest on the third anniversary of the grant date. Disposed of pursuant to the terms of the Merger Agreement under which each PRSU for which the performance period ended was canceled in exchange for a cash payment representing a number of shares of common stock subject to such PRSU determined based on actual performance during the performance period, multiplied by the Merger Consideration. On March 14, 2019, the reporting person received a compensatory grant of PRSUs for which vesting was dependent on the Issuer's performance. Pursuant to the Merger Agreement, such PRSUs for which the performance period has not ended were vested at target performance as of the Merger. Disposed of pursuant to the terms of the Merger Agreement under which each PRSU for which the performance period has not ended was canceled in exchange for a cash payment representing a number of shares of common stock subject to such PRSU determined based on target performance, multiplied by the Merger Consideration. /s/ Glenn Henry Stevens 2020-08-04