SEC FORM 4

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.

55 WATER STREET

(Street)

NEW YORK

10041

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,264	I	See footnote⁽¹⁾
Common Stock								238,848	I	See footnote⁽²⁾
Common Stock								42,104	I	See footnote⁽⁴⁾
Common Stock								193,024⁽⁶⁾	D
Common Stock	05/01/2013		S⁽¹⁰⁾		35,000	D	$3.94⁽¹¹⁾	47,385,128	I	See footnote⁽³⁾
Common Stock	05/02/2013		S⁽¹⁰⁾		35,000	D	$3.95⁽¹²⁾	47,350,128	I	See footnote⁽³⁾
Common Stock	05/03/2013		S⁽¹⁰⁾		30,000	D	$4.11⁽¹³⁾	47,320,128	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	84,578		84,578	D
Restricted Stock Units	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	103,077		103,077	D
Restricted Stock Units	⁽⁵⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	104,420		104,420	D

Explanation of Responses:

1. Represents 5,264 shares of Common Stock owned by Magnetic Management LLC. Magnetic Management LLC is a wholly-owned subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc. Through Jersey Partners, Inc., Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.

2. Represents 238,848 shares of Common Stock owned by N-Two LLC, a subsidiary of Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.

3. Represents shares of Common Stock owned by Jersey Partners, Inc. Mr. Gooch is the President and controlling shareholder of Jersey Partners, Inc.

4. Represents 42,104 shares of Common Stock owned by the Gooch Investment Trust. Mr. Gooch has voting power with respect to these shares but disclaims beneficial ownership.

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

6. Includes 1,320 shares owned by the Reporting Person's children. The Reporting Person disclaims beneficial ownership with respect to these shares.

7. 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 March 31, 2011.

8. 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 March 31, 2012.

9. 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 March 31, 2013.

10. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

11. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.86 to $4.00. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.

12. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.92 to $3.99. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.

13. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.07 to $4.16. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price.

	Christopher D'Antuono, Attorney-in-fact	05/03/2013
	** 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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