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^*

Kalish Geoffery

(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	10% Owner
	Officer (give title below)	Other (specify below)

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 B Common Stock	11,720	I	See footnote⁽¹⁾

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	⁽²⁾	⁽²⁾	Common Stock	1,346,526	⁽²⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	624,241	⁽⁴⁾	I	See footnote⁽⁵⁾
Options to purchase Class B Common Stock	⁽⁶⁾	07/01/2011	Class B Common Stock	21,053	$9.5	I	See footnote⁽⁷⁾

Explanation of Responses:

1. Represents 11,720 shares of Class B Common Stock held by Venturion Market Making Ventures LLC. Mr. Kalish disclaims beneficial ownership of the shares held by this fund except to the extent of his pecuniary interests in such fund.

2. 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.

3. Represents 1,346,526 shares of Series A Preferred Stock held by Venturion GFI LLC. Mr. Kalish disclaims beneficial ownership of the shares held by this fund except to the extent of his pecuniary interests in such fund.

4. Shares of Series C Preferred Stock are currently convertible and shall automatically be converted into shares of Common Stock upon the closing of the Issuer's initial public offering and have no expiration date. The ratio for conversion depends on the offering price of the common stock in the Issuer's initial public offering. If the price of the common stock is more than approximately $18.26 per share then the Series C Preferred Stock will convert on a one-for-one basis. If the price of the common stock is less than $18.26 per share, then the conversion rate for the Series C Preferred Stock will be equal to 18.262154 divided by the price at which the common stock is issued.

5. Represents 569,483 shares of Series C Preferred Stock owned by Venturion GFI LLC and 54,758 shares of Series C Preferred Stock owned by Ventuion GFI II LLC. Mr. Kalish disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interests in such funds.

6. These options are currently exercisable.

7. Represents 21,053 options to purchase Class B Common Stock held by Venturion Capital LLC. Mr. Kalish disclaims beneficial ownership of the options held by this fund except to the extent of his pecuniary interest in such fund.

	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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