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