SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gooch Michael

(Last)

(First)

(Middle)

C/O GFI GROUP INC.

100 WALL STREET

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2005

3. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	5,893,846	I	See footnote⁽¹⁾
Class B Common Stock	8,421,052	I	See footnote⁽¹⁾
Class B Common Stock	18,660	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	35,087	⁽³⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	19,953	⁽⁴⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	106,631	⁽³⁾	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	262,894	⁽³⁾	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	387,105	⁽³⁾	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	36,842	⁽³⁾	I	See footnote⁽⁵⁾
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	16,807	⁽⁷⁾	D

Explanation of Responses:

1. Represents 5,893,846 shares of Class A Common Stock, 8,421,052 shares of Class B Common Stock and 35,087 shares of Series A Preferred Stock owned by Jersey Partners Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc.

2. Represents 18,660 shares of Class B Common Stock and 21,052 shares of Series B Preferred Stock held by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc.

3. Each share of Series A Preferred Stock is currently convertible and shall automatically be converted into one share of Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.

4. Each share of Series B Preferred Stock shall automatically be converted into approximately 1.06 share of Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.

5. Represents 387,105 shares of Series A Preferred Stock owned by Magnetic Holdings International (DE) LLC, 262,894 shares of Series A Preferred Stock owned by Magnetic Holdings International (DNE) LLC, 106,361 shares of Series A Preferred Stock owned by Magnetic Holdings International (FE) LLC and 36,842 shares of Series A Preferred Stock owned by Magnetic Holdings International (FNE) LLC. Magnetic Management LLC is the managing member of each of these entities 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 except for 2,105 shares to be distributed directly to Mr. Gooch by these Magnetic Entities 180 days after the completion of the Issuer's initial public offering.

6. 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.

7. The Restricted Stock Units settle 1 for 1 upon vesting.

	Christopher D'Antuono, Attorney-in-fact	01/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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