SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gooch Michael
(Last) (First) (Middle)
C/O GFI GROUP INC.
100 WALL STREET
(Street)
NEW YORK NY 10005
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GFI Group Inc. [ GFIG ] 		5. 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
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2005
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/09/2005 P 10,526 A $19.53 106,631(1) I See footnotes(1)(2)
Common Stock 387,105 I See footnote(3)
Common Stock 262,894 I See footnote(3)
Common Stock 36,842 I See footnote(3)
Common Stock 39,712 I See footnote(4)
Common Stock 13,718,411 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. In connection with a litigation settlement with a former employee, Jersey Partners Inc. ("JPI") agreed to purchase 100,000 membership units of Magnetic Holdings International (FE) LLC ("Magnetic (FE)") for $2.05 per unit. Magnetic (FE) owns 106,631 shares of the Common Stock of the Issuer. As previously reported in a Form 4 filed on February 1, 2005, Mr. Gooch, through JPI, has voting power but previously disclaimed beneficial ownership with respect to all of the shares held by Magnetic (FE). Mr. Gooch is the President and Majority Shareholder of Jersey Partners, Inc. Following the closing of the transactions relating to this settlement on March 9, 2005, Mr. Gooch continues to have voting power with respect to these shares but disclaims beneficial ownership except for 10,526 shares to be distributed directly to JPI by Magnetic (FE) as set forth in Footnote 2.
2. Pursuant to the terms of the limited liability company agreement of Magnetic (FE), all of the shares of the Issuer held by the limited liability company will be distributed to the owners of the membership units of the limited liability company 180 days after the effective date of the registration statement with respect to the Issuer's initial public offering.
3. Represents 387,105 shares of Common Stock owned by Magnetic Holdings International (DE) LLC, 262,894 shares of Common Stock owned by Magnetic Holdings International (DNE) LLC, 106,631 shares of Common Stock owned by Magnetic Holdings International (FE) LLC and 36,842 shares of Common 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 and 10,526 shares to be distributed directly to JPI by these Magnetic Entities 180 days after the effective date of the Issuer's registration statement.
4. Represents 39,712 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and majority shareholder of Jersey Partners Inc.
5. Represents 13,718,411 shares of Common Stock owned by JPI.
Christopher D'Antuono, Attorney-in-fact 03/11/2005
** 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 4 (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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