0001104659-20-090273.txt : 20200804
0001104659-20-090273.hdr.sgml : 20200804
20200804160710
ACCESSION NUMBER: 0001104659-20-090273
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200731
FILED AS OF DATE: 20200804
DATE AS OF CHANGE: 20200804
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IPGL Ltd
CENTRAL INDEX KEY: 0001707089
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35008
FILM NUMBER: 201073331
BUSINESS ADDRESS:
STREET 1: CITYPOINT LEVEL 28, ONE ROPEMAKER ST.
CITY: LONDON
STATE: X0
ZIP: EC2Y 9AW
BUSINESS PHONE: 442074480360
MAIL ADDRESS:
STREET 1: CITYPOINT LEVEL 28, ONE ROPEMAKER ST.
CITY: LONDON
STATE: X0
ZIP: EC2Y 9AW
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IPGL NO. 1 LTD
CENTRAL INDEX KEY: 0001665705
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35008
FILM NUMBER: 201073332
BUSINESS ADDRESS:
STREET 1: CITYPOINT LEVEL 28, ONE ROPEMAKER STREET
CITY: LONDON
STATE: X0
ZIP: EC2Y 9AW
BUSINESS PHONE: 442074480360
MAIL ADDRESS:
STREET 1: CITYPOINT LEVEL 28, ONE ROPEMAKER STREET
CITY: LONDON
STATE: X0
ZIP: EC2Y 9AW
FORMER NAME:
FORMER CONFORMED NAME: FOX & TROT LTD
DATE OF NAME CHANGE: 20160202
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
a4.xml
4
X0306
4
2020-07-31
1
0001444363
GAIN Capital Holdings, Inc.
GCAP
0001707089
IPGL Ltd
3RD FLOOR, 39 SLOANE STREET
LONDON
X0
SW1X 9LP
UNITED KINGDOM
1
0
1
0
0001665705
IPGL NO. 1 LTD
3RD FLOOR, 39 SLOANE STREET
LONDON
X0
SW1X 9LP
UNITED KINGDOM
1
0
1
0
Common Stock, par value $0.00001 per share
2020-07-31
4
D
0
953031
D
0
D
Common Stock, par value $0.00001 per share
2020-07-31
4
D
0
4629950
D
0
I
See Footnotes
Disposed of pursuant to the Agreement and Plan of Merger dated February 26, 2020 (the "Merger Agreement"), among GAIN Capital Holdings, Inc., a Delaware corporation (the "Company"), INTL FCStone Inc. (now known as StoneX Group Inc.), a Delaware corporation ("Parent") and its wholly owned subsidiary, Golf Merger Sub I Inc., a Delaware corporation ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation of the merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Company Stock") outstanding immediately prior to the Effective Time was converted into the right to receive $6.00 in cash without interest ("Merger Consideration"), other than those shares as to which appraisal rights have been properly exercised under the Delaware General Corporation Law.
These shares are held of record by IPGL Limited ("IPGL"). David Jeremy Courtenay-Stamp, David Gelber, Thomas George Spencer, Michael Alan Spencer, John Douglas Rhoten and Samantha Anne Wren are the directors of IPGL, and have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL. Each of Messrs. Courtenay-Stamp, Gelber, Spencer and Rhoten and Ms. Wren hereby disclaims any beneficial ownership of any shares directly or indirectly held by IPGL, except to the extent of his or her pecuniary interest therein.
These shares are held directly by IPGL No. 1 Limited (f/k/a Fox & Trot Limited) ("IPGL No. 1"). IPGL, the 100% owner of IPGL No. 1, may be deemed to beneficially own the reported shares. Frederick Morton, David Jeremy Courtenay-Stamp, David Gelber and Samantha Anne Wren are the directors of IPGL No. 1, and act at the direction of the directors of IPGL to vote or dispose of shares directly held by IPGL No. 1, except in certain limited circumstances where they have the power, acting by majority vote, to vote or dispose of shares directly held by IPGL No. 1. Each of Messrs. Morton, Courtenay-Stamp and Gelber and Ms. Wren hereby disclaims any beneficial ownership of any shares directly held by IPGL No. 1, except to the extent of his or her pecuniary interest therein.
IPGL LIMITED, by /s/ Samantha Wren, its director
2020-08-04
IPGL NO. 1 LIMITED, by /s/ Samantha Wren, its director
2020-08-04